UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 21, 2015
 
Wells Fargo Commercial Mortgage Trust 2015-C28
(Exact name of Issuing Entity)
 
Wells Fargo Commercial Mortgage Securities, Inc.
(Exact Name of Registrant as Specified in its Charter)

Wells Fargo Bank, National Association
Rialto Mortgage Finance, LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
(Exact Names of the Sponsors as Specified in their Charters)

 
North Carolina
    
333-195164-08
    
56-1643598
  
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
301 South College Street, Charlotte, North Carolina     28288-1066  
(Address of Principal Executive Offices)   (ZIP Code)
 
Registrant’s telephone number, including area code (704) 374-6161
 
Not applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Section 8.  Other Events.
 
Item 8.01.     Other Events.
 
On or about May 21, 2015, a series of mortgage pass-through certificates, entitled Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), is expected to be issued by Wells Fargo Commercial Mortgage Trust 2015-C28 (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”), 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 Wilmington Trust, National Association, as trustee.
 
The Certificates will consist of the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class B, Class C, Class D and Class PEX Certificates (collectively, the “Publicly Offered Certificates”) and (ii) the Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”).  Only the Publicly Offered Certificates have been offered to the public.
 
The Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust fund to be formed on or about May 21, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The Issuing Entity’s primary assets will be a pool of ninety-nine (99) commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”).  Certain of the Mortgage Loans are expected to be acquired by the Registrant from Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated as of May 13, 2015, between the Registrant and Wells Fargo; certain of  the Mortgage Loans are expected to be acquired by the Registrant from Rialto Mortgage Finance, LLC (“Rialto”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated as of May 13, 2015, between the Registrant and Rialto; certain of  the Mortgage Loans are expected to be acquired by the Registrant from C-III Commercial Mortgage LLC (“C-III”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated as of May 13, 2015, between the Registrant and C-III; and certain of the Mortgage Loans are expected to be acquired by the Registrant from Basis Real Estate Capital II, LLC (“Basis”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated as of March 25, 2015, between the Registrant, Basis and Basis Investment Group LLC.
 
The funds to be used by the Registrant to pay the purchase price for the Mortgage Loans are expected to be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, pursuant to an Underwriting Agreement, attached hereto as Exhibit 1.1 and dated as of May 13, 2015, between the Registrant, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as underwriters, and Wells Fargo, and (ii) the sale of the Privately Offered Certificates by the Registrant to Wells Fargo Securities, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, pursuant to a Certificate Purchase Agreement, dated as of May 13, 2015, between the Registrant, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as initial purchasers, and Wells Fargo, which Privately Offered Certificates will be sold in transactions exempt from registration under the Securities Act of 1933, as amended.
 
The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus Supplement, dated May 15, 2015, supplementing the Prospectus dated January 28, 2015, each as filed with the Securities and Exchange Commission.
 
Moreover, prior to the Closing Date, a series of mortgage pass-through certificates, entitled Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 was issued by Citigroup Commercial Mortgage Trust 2015-GC29, pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2015 (the “CGCMT 2015-GC29 Pooling and Servicing Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
 
 
2
 
 
master servicer and as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee.  Pursuant to the Pooling and Servicing Agreement, the Commerce Point I & II Loan Combination is a Non-Serviced Loan Combination, the Commerce Point I & II Mortgage Loan is a Non-Trust-Serviced Pooled Mortgage Loan, and the servicing of the Commerce Point I & II Loan Combination is governed by the CGCMT 2015-GC29 Pooling and Servicing Agreement and the related intercreditor agreement.  The CGCMT 2015-GC29 Pooling and Servicing Agreement is attached hereto as Exhibit 99.5.
 
Section 9.  Financial Statements and Exhibits.
 
Item 9.01.  Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
1.1
Underwriting Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC.

 
4.1
Pooling and Servicing Agreement, dated as of May 1, 2015, between 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 Wilmington Trust, National Association, as trustee.

 
99.1
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association.

 
99.2
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Rialto Mortgage Finance, LLC.

 
99.3
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and C-III Commercial Mortgage LLC.

 
99.4
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC.

 
99.5
Pooling and Servicing Agreement, dated as of April 1, 2015, between between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee.
 
 
3
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
     
 
By:
/s/ Matthew Orrino
  Name: Matthew Orrino
  Title:   Director
     
Dated:  May 21, 2015
 
 
4
 
 
Exhibit Index
 
Exhibit No.             Description
     
1.1
  
Underwriting Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC.
     
4.1
  
Pooling and Servicing Agreement, dated as of May 1, 2015, between 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 Wilmington Trust, National Association, as trustee.
     
99.1
  
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association.
     
99.2
  
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Rialto Mortgage Finance, LLC
     
99.3
  
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and C-III Commercial Mortgage LLC
     
99.4
  
Mortgage Loan Purchase Agreement, dated as of May 13, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC
     
99.5
  
Pooling and Servicing Agreement, dated as of April 1, 2015, between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee.
 
 
5
 
 
Unassociated Document
Exhibit 1.1
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28
 
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-C28
 
UNDERWRITING AGREEMENT
 
As of May 13, 2015
 
WELLS FARGO SECURITIES, LLC
375 Park Avenue, 2nd Floor
New York, New York 10152
 
DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York 10005
 
MORGAN STANLEY & CO. LLC
1585 Broadway
New York, New York 10036
 
Ladies and Gentlemen:
 
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Depositor”), intends to issue its Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), in nineteen (19) classes (each, a “Class”) as designated in the Prospectus Supplement (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Wells Fargo Securities, LLC (“Wells Fargo Securities”), Deutsche Bank Securities Inc. (“DBSI”) and Morgan Stanley & Co. LLC (“MS&Co” and each of Wells Fargo Securities, DBSI and MS&Co, individually, an “Underwriter” and, collectively, the “Underwriters”) the Certificates set forth in Schedule I hereto (the “Underwritten Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) consisting of a segregated pool (the “Mortgage Pool”) of 99 mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $1,164,686,419 as of the Cut-off Date, secured by first liens on certain fee or leasehold interests in commercial, multifamily and manufactured housing community properties (the “Mortgaged Properties”). The Certificates will be issued on or about May 21, 2015 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of May 1, 2015, among the Depositor, as depositor, Wells Fargo Bank, National Association (“Wells Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Wells Fargo Bank, as certificate administrator, tax administrator and custodian (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
 
 
 
 
 
The Mortgage Loans will be purchased by the Depositor (i) from Wells Fargo Bank on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “Wells Fargo Mortgage Loan Purchase Agreement”), dated as of May 13, 2015, between Wells Fargo Bank and the Depositor, (ii) from Rialto Mortgage Finance, LLC (“RMF”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “RMF Mortgage Loan Purchase Agreement”), dated as of May 13, 2015, between RMF and the Depositor, (iii) from C-III Commercial Mortgage LLC (“C-IIICM”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “C-IIICM Mortgage Loan Purchase Agreement”), dated as of May 13, 2015, between C-IIICM and the Depositor and (iv) from Basis Real Estate Capital II, LLC (“Basis” and, collectively with Wells Fargo Bank, RMF and C-IIICM, the “Mortgage Loan Sellers”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “Basis Mortgage Loan Purchase Agreement” and, collectively with the Wells Fargo Mortgage Loan Purchase Agreement, the RMF Mortgage Loan Purchase Agreement and the C-IIICM Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), dated as of May 13, 2015, among Basis, Basis Investment Group LLC (“Basis Investment”) and the Depositor.
 
Three real estate mortgage investment conduit (“REMIC”) elections will be made with respect to certain portions of the Trust Fund for federal income tax purposes. The Underwritten Certificates and the Mortgage Pool are described more fully in a registration statement furnished to you by the Depositor.
 
The Certificates not being sold pursuant to this Agreement (the “Non-Registered Certificates”) will be sold by the Depositor to Wells Fargo Securities, DBSI and MS&Co (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of May 13, 2015 (the “Certificate Purchase Agreement”), by and among the Depositor, Wells Fargo Bank and the Initial Purchasers. The Initial Purchasers will offer the Non-Registered Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”).
 
The Underwriters and the Initial Purchasers are collectively referred to herein as the “Dealers.”
 
In connection with the transaction contemplated by this Agreement, each of the Mortgage Loan Sellers (other than Basis) and Basis Investment will enter into an indemnification agreement, dated as of May 13, 2015 (each, an “Indemnification Agreement”), among such Mortgage Loan Seller (or Basis Investment), the Depositor and the Dealers, providing for indemnification by such Mortgage Loan Seller or Basis Investment of the Dealers in accordance with the terms thereof with respect to the Mortgage Loans sold to the Depositor by such Mortgage Loan Seller (or, in the case of Basis Investment, sold by Basis) pursuant to the related Mortgage Loan Purchase Agreement. In addition, in connection with the transaction contemplated by this Agreement, each of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee (each, a “Service Provider”), will enter into an indemnification agreement, dated as of May 13, 2015 (each, a “Service Provider Indemnification Agreement”), among such Service Provider, the Depositor and the Dealers.
 
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
 
 
- 2 -
 
 
 
1.
Representations and Warranties.
 
(a)           The Depositor represents and warrants to, and agrees with, each Underwriter that:
 
(i)           The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-195164) on Form S-3 for the registration of Commercial Mortgage Pass-Through Certificates, issuable in series, including the Underwritten Certificates, under the 1933 Act, which registration statement has become effective and a copy of which, as amended to the date hereof, has heretofore been delivered to you. The Depositor meets the requirements for use of Form S-3 under the 1933 Act, and such registration statement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with the 1933 Act and the rules and regulations thereunder. The Depositor proposes to file with the Commission, with your consent, pursuant to Rule 424 under the 1933 Act, a supplement dated May 15, 2015 (the “Prospectus Supplement”) to the prospectus dated January 28, 2015 (the “Base Prospectus”), relating to the Underwritten Certificates and the method of distribution thereof, and has previously advised you of all further information (financial and other) with respect to the Underwritten Certificates and the Mortgage Pool to be set forth therein. Such registration statement (No. 333-195164), including all exhibits thereto, is referred to herein as the “Registration Statement”; and the Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto authorized by the Depositor prior to the Closing Date for use in connection with the offering of the Underwritten Certificates, are hereinafter called the “Prospectus.” As used herein, “Pool Information” means the mortgage pool information reflected in the Master Tapes and the Prospectus Supplement. “Master Tapes” shall mean the respective compilations of information and data regarding the Mortgage Loans covered by the Independent Accountants’ Reports on Applying Agreed-Upon Procedures dated May 4, 2015 and May 18, 2015, respectively, rendered by a third party accounting firm described in Section 6(h)(ii) of this Agreement.
 
(ii)          As of the date hereof, as of the Time of Sale, as of the date on which the Prospectus Supplement is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date, any amendment to the Registration Statement becomes effective, as of the date on which any supplement to the Prospectus Supplement is filed with the Commission, and as of the Closing Date (each such date or time, an “Effective Time”), (i) the Registration Statement, as amended as of any such time, and the Prospectus, as amended or supplemented as of any such time, complies and will comply in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder, (ii) the Registration Statement, as amended as of any such time, does not include and will not include any untrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (iii) the Prospectus, as amended or supplemented as of any such time, does not include and will not include any untrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Depositor makes no representations or warranties as to (x) statements contained in or omitted from the Registration Statement or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished in writing to the Depositor by or on behalf of any Underwriter specifically for use in the Registration Statement or the Prospectus (such information being identified in Section 8(b) hereof), (y) the Mortgage Loan Seller Covered Information (as defined in Section 8(a)(i) hereof), or (z) any information with respect to which any of the Master Servicer (the “Master Servicer Covered Information”), the Special Servicer (the “Special Servicer Covered Information”), the Trust Advisor (the “Trust Advisor Covered Information”), the Certificate Administrator (the “Certificate Administrator Covered Information”) or the Trustee (the “Trustee Covered Information”) provides indemnification pursuant to the related Service Provider Indemnification Agreement.
 
 
- 3 -
 
 
(iii)         The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of North Carolina with corporate power and authority to own, lease or operate its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement, the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement; and the Depositor is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.
 
(iv)        As of each Effective Time, there has not and will not have been (i) any request by the Commission for any further amendment to the Registration Statement or the Prospectus or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose or (iii) any notification with respect to the suspension of the qualification of the Underwritten Certificates for sale in any jurisdiction or any initiation or threat of any proceeding for such purpose.
 
(v)         Each of this Agreement and the Mortgage Loan Purchase Agreements has been, and as of the Closing Date the Pooling and Servicing Agreement will be, duly authorized, executed and delivered by the Depositor and each of this Agreement and the Mortgage Loan Purchase Agreements constitutes, and as of the Closing Date the Pooling and Servicing Agreement will constitute, a legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with their respective terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (iii) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement that purport to provide indemnification from securities law liabilities.
 
 
- 4 -
 
 
(vi)        As of the Closing Date, the Underwritten Certificates, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements will conform in all material respects to the respective descriptions thereof contained in the Prospectus. As of the Closing Date, the Underwritten Certificates will be duly and validly authorized and, when delivered in accordance with the Pooling and Servicing Agreement to you against payment therefor as provided herein, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement.
 
(vii)       The Depositor is not in violation of its certificate of incorporation or by-laws or in default under any agreement, indenture or instrument the effect of which violation or default would be material to the Depositor or which violation or default would have a material adverse effect on the performance of its obligations under this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement. Neither the issuance and sale of the Underwritten Certificates, nor the execution and delivery by the Depositor of this Agreement, any Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement nor the consummation by the Depositor of any of the transactions herein or therein contemplated, nor compliance by the Depositor with the provisions hereof or thereof, did, does or will conflict with or result in a breach of any term or provision of the certificate of incorporation or by-laws of the Depositor or conflict with, result in a breach, violation or acceleration of, or constitute a default (or an event which, with the passing of time or notification, or both, would constitute a default) under, the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it or any material asset is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor.
 
(viii)      There is no action, suit or proceeding against the Depositor pending, or, to the knowledge of the Depositor, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or the Underwritten Certificates, (ii) seeking to prevent the issuance of the Underwritten Certificates or the consummation of any of the transactions contemplated by this Agreement, (iii) that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or the Underwritten Certificates or (iv) seeking to affect adversely the federal income tax attributes of the Underwritten Certificates as described in the Prospectus.
 
(ix)         There are no contracts, indentures or other documents of a character required by the 1933 Act or by the rules and regulations thereunder to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described or referred to therein or so filed or incorporated by reference as exhibits thereto.
 
 
- 5 -
 
 
(x)          No authorization, approval or consent of any court or governmental authority or agency is necessary in connection with the offering or sale of the Underwritten Certificates pursuant to this Agreement, except such as have been, or as of the Closing Date will have been, obtained or such as may otherwise be required under applicable state securities laws in connection with the purchase and offer and sale of the Underwritten Certificates by the Underwriters and any recordation of the respective assignments of the Mortgage Loans to the Trustee pursuant to the Pooling and Servicing Agreement that have not been completed.
 
(xi)         The Depositor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and the Depositor has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Depositor.
 
(xii)        Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement and the delivery and sale of the Underwritten Certificates (other than such federal, state and local taxes as may be payable on the income or gain recognized therefrom) have been or will be paid at or prior to the Closing Date.
 
(xiii)       Neither the Depositor nor the Trust Fund is, and neither the sale of the Underwritten Certificates in the manner contemplated by the Prospectus nor the activities of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the Depositor or the Trust Fund to be, an “investment company” or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust Fund will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act as a basis for it not registering under the Investment Company Act, although there may be additional exclusions or exemptions available to the Trust Fund. The Trust Fund was structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (such statutory provision together with such implementing regulations, the “Volcker Rule”).
 
(xiv)       Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Depositor reported the transfer of the Mortgage Loans to the Trustee in exchange for the Certificates and will report the sale of the Underwritten Certificates to the Underwriters pursuant to this Agreement as a sale of the interests in the Mortgage Loans evidenced by the Underwritten Certificates. The consideration received by the Depositor upon the sale of the Underwritten Certificates to the Underwriters will constitute reasonably equivalent value and fair consideration for the Underwritten Certificates. The Depositor will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Underwritten Certificates to the Underwriters. In addition, the Depositor was solvent at all relevant times prior to, and was not rendered insolvent by, the transfer of the Mortgage Loans to the Trustee on behalf of the Trust Fund. The Depositor is not selling the Underwritten Certificates to the Underwriters and did not transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of the creditors of the Depositor.
 
 
- 6 -
 
 
(xv)        At the Closing Date, the respective classes of Underwritten Certificates listed on Schedule I hereto shall have been assigned ratings no lower than those set forth in the Time of Sale Information by the nationally recognized statistical rating organizations retained to provide such ratings (the “Rating Agencies”), and such ratings shall not have been placed on negative credit watch or negative review by such Rating Agency.
 
(xvi)       The Depositor is not, and on the date on which the initial bona fide offer of the Underwritten Certificates is made will not be, an “ineligible issuer,” as defined in Rule 405 under the 1933 Act.
 
(xvii)      At or prior to the time when sales to investors of the Underwritten Certificates were first made as determined in accordance with Rule 159 of the 1933 Act (the “Time of Sale”), which was approximately (i) 3:30 p.m. (Eastern Time) on May 13, 2015 with respect to the Underwritten Certificates (other than the Class X-A Certificates) and (ii) 11:30 a.m. (Eastern Time) on May 15, 2015 with respect to the Class X-A Certificates, the Depositor had prepared the following information (collectively, the “Time of Sale Information”): (A) the Free Writing Prospectus dated April 29, 2015 designated as a Preliminary Collateral Term Sheet and relating to the Underwritten Certificates (the “Preliminary Collateral Term Sheet”), (B) the Free Writing Prospectus, filed with the Commission on April 30, 2015, under accession number 0001539497-15-000513 (the “Preliminary Annex A-1 FWP”), (C) the Free Writing Prospectus dated May 1, 2015 designated as a Structural and Collateral Term Sheet and relating to the Underwritten Certificates (the “Term Sheet”), (D) the Free Writing Prospectus, filed with the Commission on May 4, 2015, under accession number 0001539497-15-000539 (the “Annex A-1 FWP”), (E) the Free Writing Prospectus dated May 1, 2015, (together with all exhibits and appendices thereto, the “Preliminary FWP”), (F) a Supplement to Free Writing Prospectus and Structural and Collateral Term Sheet dated May 12, 2015, relating to the Underwritten Certificates (the “First Pre-Pricing FWP”) and (G) a Supplement to Free Writing Prospectus and Structural and Collateral Term Sheet dated May 13, 2015, relating to the Underwritten Certificates (the “Second Pre-Pricing FWP” and, together with the First Pre-Pricing FWP, the “Pre-Pricing FWPs” and each, a “Pre-Pricing FWP”). For the purposes of this Agreement, “Free Writing Prospectus” shall mean a “free writing prospectus” as defined pursuant to Rule 405 under the 1933 Act. If, subsequent to the date of this Agreement, the Depositor and the Underwriters have determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Underwritten Certificates, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into such new purchase contracts, including any information that corrects such material misstatements or omissions (“Corrective Information”).
 
 
- 7 -
 
 
(xviii)     The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (x) any Underwriter Information (as defined below) in such Time of Sale Information, (y) any Mortgage Loan Seller Covered Information in such Time of Sale Information or (z) any Master Servicer Covered Information, Special Servicer Covered Information, Trust Advisor Covered Information, Certificate Administrator Covered Information or Trustee Covered Information.
 
(xix)       Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the 1933 Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Certificates other than (i) the Preliminary Collateral Term Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, the Annex A-1 FWP, the Preliminary FWP and each Pre-Pricing FWP (the Preliminary Collateral Term Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, the Annex A-1 FWP, the Preliminary FWP, each Pre-Pricing FWP and each such communication by the Depositor or its agents and representatives that constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the 1933 Act (other than a communication referred to in clause (ii) below), an “Issuer Free Writing Prospectus”), (ii) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134 under the 1933 Act or (iii) any other written communication approved in writing in advance by an Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the 1933 Act, has been filed in accordance with Section 4(b)(iv) (to the extent required thereby) and, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or, when read in conjunction with the other Time of Sale Information, omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (x) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by any Underwriter expressly for use in any Issuer Free Writing Prospectus, (y) any Mortgage Loan Seller Covered Information in any Issuer Free Writing Prospectus or (z) any Master Servicer Covered Information, Special Servicer Covered Information, Trust Advisor Covered Information, Certificate Administrator Covered Information or Trustee Covered Information in any Issuer Free Writing Prospectus.
 
 
- 8 -
 
 
(xx)        The Depositor has executed and delivered a written representation (the “17g-5 Representation”) to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (D) of Rule 17g-5 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Depositor has complied with each such representation, other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Certificates or (b) arising from a breach by any of the Underwriters of the representation, warranty and agreement set forth in Section 4(b)(xv).
 
(b)           Wells Fargo Bank represents and warrants to, and agrees with, each Underwriter, that:
 
(i)           Wells Fargo Bank is a national banking association validly existing under the laws of the United States of America and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement.
 
(ii)          This Agreement has been duly and validly authorized, executed and delivered by Wells Fargo Bank and, assuming due authorization, execution and delivery hereof by the Depositor and the Underwriters, constitutes a legal, valid and binding obligation of Wells Fargo Bank, enforceable against Wells Fargo Bank in accordance with its terms, except as such enforcement may be limited by (x) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, as they may be applied in the context of the insolvency of a national banking association, (y) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (z) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws.
 
(iii)         The execution and delivery of this Agreement by Wells Fargo Bank and Wells Fargo Bank’s performance and compliance with the terms of this Agreement will not (A) violate Wells Fargo Bank’s articles of association or by-laws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) 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 contract, agreement or other instrument to which Wells Fargo Bank is a party or by which Wells Fargo Bank is bound.
 
(iv)        Wells Fargo Bank is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of Wells Fargo Bank or its properties or have consequences that would materially and adversely affect its performance hereunder.
 
(v)         Wells Fargo Bank is not a party to or bound by any agreement or instrument or subject to any articles of association, by-laws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would materially and adversely affect the ability of Wells Fargo Bank to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by Wells Fargo Bank of its obligations under this Agreement (except to the extent such consent has been obtained).
 
 
- 9 -
 
 
(vi)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Wells Fargo Bank of or compliance by Wells Fargo Bank with this Agreement or the consummation of the transactions contemplated by this Agreement except as have previously been obtained.
 
(vii)       No litigation is pending or, to the best of Wells Fargo Bank’s knowledge, threatened against Wells Fargo Bank that would assert the invalidity of this Agreement, prohibit its entering into this Agreement or materially and adversely affect the performance by Wells Fargo Bank of its obligations under this Agreement.
 
(viii)      Each representation and warranty of the Depositor set forth in Section 1(a) hereof is true and correct as of the date hereof or as of the date specified in such representation and warranty.
 
(c)           Each Underwriter represents and warrants to and covenants with the Depositor that:
 
(i)           as of the date hereof and as of the Closing Date, such Underwriter has complied with all of its obligations under Section 4 hereof;
 
(ii)          in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Underwritten Certificates to the public in that Relevant Member State other than:
 
  (A)          to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
 
  (B)           to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuing Entity for any such offer; or
 
  (C)           in any other circumstances falling within Article 3(2) of the Prospectus Directive,
 
provided, that no such offer of the Underwritten Certificates referred to in clauses (A) to (C) above shall require the Issuing Entity, the Depositor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
 
 
- 10 -
 
 
For the purposes of this subsection (c), (1) the expression an “offer of the Underwritten Certificates to the public” in relation to any Underwritten Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Certificates so as to enable an investor to decide to purchase or subscribe to the Underwritten Certificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (2) the expression “Prospectus Directive” means directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, as implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, (3) the expression “2010 PD Amending Directive” means Directive 2010/73/EU, (4) the expression “European Economic Area” means Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and United Kingdom; and (5) the “Issuing Entity” means the Wells Fargo Commercial Mortgage Trust 2015-C28; and
 
(iii)         (A)          in the United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act (the “FSMA”) received by it in connection with the issue or sale of any Underwritten Certificates in circumstances in which Section 21(1) of the FSMA does not apply to either the Issuing Entity or the Depositor; and
 
  (B)           it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Underwritten Certificates in, from or otherwise involving the United Kingdom; and
 
(iv)        it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Underwritten Certificates in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and other relevant laws and regulations of Japan.
 
 
2.
Purchase and Sale.
 
Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, at the applicable purchase prices set forth in Schedule I hereto, the respective principal balances and notional amounts of the Underwritten Certificates set forth beneath the name of each Underwriter set forth in Schedule I, and any additional portions of the Underwritten Certificates that any such Underwriter may be obligated to purchase pursuant to Section 10 hereof, in all cases plus accrued interest as set forth in Schedule I.
 
 
- 11 -
 
 
 
3.
Delivery and Payment.
 
Delivery of and payment for the Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof.  Delivery of the Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you.  Any Class of Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC.  Unless delivered through the facilities of DTC, the Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date.
 
The Depositor agrees to have the Underwritten Certificates, including the global Certificates representing the Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date.
 
References herein to actions taken or to be taken following the Closing Date with respect to any Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Certificates as reflected on the books and records of DTC.
 
 
4.
Offering by Underwriters; Free Writing Prospectuses.
 
(a)           It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public, including, without limitation, in and from the State of New York, as set forth in the Prospectus Supplement.  It is further understood that the Depositor, in reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates.
 
(b)           In connection with the offering of the Underwritten Certificates, the Underwriters may each prepare and provide to prospective investors Free Writing Prospectuses (as defined below), or portions thereof, which the Depositor is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Depositor such Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a PDF, except to the extent that the Depositor, in its sole discretion, waives such requirements, subject to the following conditions (to which such conditions each Underwriter agrees (provided that no Underwriter is responsible for any breach of the following conditions by any other Underwriter)):
 
 
- 12 -
 
 
(i)            Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the 1933 Act, such Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (1) is made in reliance on Rule 134 under the 1933 Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (3) constitutes a Free Writing Prospectus.  Without the prior written consent of the Depositor, such Underwriter shall not convey or deliver in connection with the initial offering of the Underwritten Certificates any ABS Informational and Computational Material in reliance upon Rules 167 and 426 under the 1933 Act.  “ABS Informational and Computational Material” shall mean “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the 1933 Act and “Regulation AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as in effect on the date hereof and for which compliance is required as of the date hereof.
 
(ii)           Such Underwriter shall deliver to the Depositor, no later than two business days prior to the date of first use thereof, (a) any Underwriter Free Writing Prospectus that contains any “issuer information,” as defined in Rule 433(h) under the 1933 Act (“Issuer Information”) (which the parties hereto agree includes, without limitation, Mortgage Loan Seller Covered Information), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Underwritten Certificates.  Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Material may be delivered by such Underwriter to the Depositor not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus.
 
(iii)          Such Underwriter represents and warrants to the Depositor that the Free Writing Prospectuses to be furnished to the Depositor by such Underwriter pursuant to Section 4(b)(ii) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective investors by such Underwriter in connection with its offer and sale of the Underwritten Certificates.
 
(iv)          Such Underwriter represents and warrants to the Depositor that each Free Writing Prospectus required to be provided by it to the Depositor pursuant to Section 4(b)(ii), when viewed together with all other Time of Sale Information, did not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of a material fact, when viewed in connection with all other prospectuses delivered to such investor on or prior to the Time of Sale, or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Issuer Information supplied by the Depositor or any Mortgage Loan Seller to such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositor or any Mortgage Loan Seller to such Underwriter prior to the Time of Sale.
 
 
- 13 -
 
 
(v)           The Depositor agrees to file with the Commission the following:
 
(A)          Any Issuer Free Writing Prospectus to the extent required to be filed with the Commission by Rule 433 under the 1933 Act;
 
(B)           Any Free Writing Prospectus or portion thereof delivered by any Underwriter to the Depositor pursuant to Section 4(b)(ii);
 
(C)           Any Free Writing Prospectus for which the Depositor or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications; and
 
(D)          Any ABS Informational and Computational Material that is not being treated as a Free Writing Prospectus.
 
(vi)          Any Free Writing Prospectus required to be filed pursuant to Section 4(b)(v) by the Depositor shall be filed with the Commission not later than the date of first use of such Free Writing Prospectus, except that:
 
(A)          Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Underwritten Certificates shall be filed by the Depositor with the Commission within two days of the later of the date such final terms have been established for all classes of Underwritten Certificates and the date of first use;
 
(B)           Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Depositor with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus;
 
(C)           Any Free Writing Prospectus required to be filed pursuant to Section 4(b)(v)(C) shall, if no payment has been made or consideration has been given by or on behalf of the Depositor for the Free Writing Prospectus or its dissemination, be filed by the Depositor with the Commission not later than four business days after the Depositor becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and
 
 
- 14 -
 
 
(D)          The Depositor shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Depositor, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Underwritten Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Underwritten Certificates or the offering of the Underwritten Certificates which does not reflect the final terms thereof.
 
(vii)        Such Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed by or on behalf of such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus.
 
(viii)       Notwithstanding the provisions of Section 4(b)(vii), such Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Depositor or any other offering participant, not later than four business days after such Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus.
 
(ix)          Notwithstanding the provisions of Sections 4(b)(v) and 4(b)(vii), neither the Depositor nor such Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.
 
(x)           The Depositor and such Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain the following legend:
 
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-195164) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m.–5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.
 
(xi)          The Depositor and such Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 4 for a period of three years following the initial bona fide offering of the Underwritten Certificates.
 
 
- 15 -
 
 
(xii)         If the Depositor becomes aware that, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (a “Defective Issuer Free Writing Prospectus”), the Depositor shall immediately notify the Underwriters thereof and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a “Corrected Issuer Free Writing Prospectus”).
 
(A)          If an Underwriter becomes aware that, with respect to any purchaser of an Underwritten Certificate, as of the Time of Sale, any Issuer Information contained in any Underwriter Free Writing Prospectus and delivered to such purchaser was not correctly reflected in such Underwriter Free Writing Prospectus such that it caused the Underwriter Free Writing Prospectus to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter shall notify the Depositor and each other Underwriter thereof within one business day after discovery.
 
(B)           Each Underwriter shall, if requested by the Depositor:
 
(1)           if the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, together with a Corrected Issuer Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
 
(2)           deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificate which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Underwritten Certificates;
 
(3)           if after the Time of Sale, notify such purchaser in a prominent fashion that the prior agreement to purchase Certificates has been terminated, and of the purchaser’s rights as a result of termination of such agreement;
 
(4)           if after the Time of Sale, provide such purchaser with an opportunity to affirmatively agree to purchase the Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and
 
 
- 16 -
 
 
(5)           comply with any other requirements for reformation of the original contract of sale described in Section IV.A.2.c of the Commission’s Securities Offering Reform Release No. 33-8591.
 
(C)           With respect to this clause (xii), each Underwriter agrees that if the Depositor requests that an Underwriter prepare a Corrected Free Writing Prospectus with respect to a Defective Free Writing Prospectus that another Underwriter prepared, such other Underwriter will prepare the Corrected Free Writing Prospectus and will deliver the Corrected Free Writing Prospectus to the Depositor and each Underwriter so that each Underwriter may contact its respective purchasers.
 
(D)           To the extent any Defective Free Writing Prospectus was defective as a result of incorrect Issuer Information being delivered to an Underwriter, the Depositor shall provide such corrected Issuer Information upon request from such Underwriter.  The Depositor shall also notify the other Underwriters of such incorrect Issuer Information, to the extent it is provided notice hereunder.
 
(xiii)        Such Underwriter covenants with the Depositor that after the final Prospectus is available, such Underwriter shall not distribute any written information concerning the Underwritten Certificates that contains any Issuer Information to a prospective purchaser of an Underwritten Certificate unless such information is preceded or accompanied by the final Prospectus.
 
(xiv)        Such Underwriter further represents and warrants that it has offered and sold Underwritten Certificates only to, or directed at, persons who:
 
(A)          are outside the United Kingdom;
 
(B)           have professional experience in participating in unregulated collective investment schemes;  or
 
(C)           are persons falling within Articles 49(2)(a) through (d) (“High Net Worth Companies, Unincorporated Associations, Etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
 
(xv)         Such Underwriter further (x) represents and warrants that it has not provided, as of the date of this Agreement, and covenants with the Depositor that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the 1934 Act), any information, written or oral, relating to the Trust Fund, the Certificates, the Mortgage Loans, the transactions contemplated by this Agreement or the Pooling and Servicing Agreement or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Certificates (as contemplated by Rule 17g-5(a)(3)(iii)(C) under the 1934 Act), without the prior consent of the Depositor, and (y) covenants with the Depositor that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the 1934 Act), any information, written or oral, relating to the Trust Fund, the Certificates, the Mortgage Loans, the transactions contemplated by this Agreement or the Pooling and Servicing Agreement or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Certificates (as contemplated by Rule 17g-5(a)(3)(iii)(D) under the 1934 Act), without the prior consent of the Depositor.
 
 
- 17 -
 
 
 
5.
Covenants of the Depositor.
 
The Depositor covenants and agrees with the Underwriters that:
 
(a)           The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any supplement to the Base Prospectus relating to or affecting the Underwritten Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object.  Subject to the foregoing sentence, the Depositor shall cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424.  The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus Supplement shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or supplement the Prospectus Supplement or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Underwritten Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose.  The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof.
 
(b)           If, at any time when a prospectus relating to the Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible.
 
 
- 18 -
 
 
(c)           The Depositor shall furnish to you and to counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary FWP, the Prospectus Supplement and the Base Prospectus and any amendments and supplements thereto as you may reasonably request.
 
(d)           The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Underwritten Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Underwritten Certificates; provided, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process.
 
(e)           The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Underwritten Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Underwritten Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Preliminary FWP, the Preliminary Collateral Term Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, the Annex A-1 FWP, each Pre-Pricing FWP, each other Free Writing Prospectus and the Prospectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Base Prospectus, the Preliminary FWP, the Preliminary Collateral Term Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, the Annex A-1 FWP, each Pre-Pricing FWP, each other Free Writing Prospectus and the Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters.
 
(f)            To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters.
 
(g)           The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder.
 
 
- 19 -
 
 
(h)           The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Underwritten Certificates as described in Section 1(a)(xv).
 
(i)            The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.
 
 
6.
Conditions to the Obligations of the Underwriters.
 
The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to:  (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the case of Basis, Basis Investment) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (v) the following additional conditions:
 
(a)           The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the 1933 Act.
 
(b)           You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request.
 
(c)           The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that:  (i) the representations and warranties of the Depositor in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Wells Fargo Bank shall have delivered to you a certificate of Wells Fargo Bank, signed by an authorized officer of Wells Fargo Bank and dated the Closing Date, to the effect that:  (i) the representations and warranties of Wells Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Wells Fargo Bank has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
 
 
- 20 -
 
 
(d)           You shall have received (i) with respect to Wells Fargo Bank, a certificate of the Office of the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date.
 
(e)           (i)           You shall have received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that:  (x) each individual who, as an officer or representative of the Depositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina.  Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Wells Fargo Bank, in his individual capacity, a certificate, dated the Closing Date, to the effect that:  (x) each individual who, as an officer or representative of Wells Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (y) no event (including, without limitation, any act or omission on the part of Wells Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Wells Fargo Bank under the laws of the United States of America.  Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Wells Fargo Bank) of the articles of association and by-laws of Wells Fargo Bank, as in effect on the Closing Date, and of the resolutions of Wells Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement.
 
(f)            You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters.
 
(g)           You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you.
 
 
- 21 -
 
 
(h)           You shall have received from in-house counsel to Wells Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters.
 
(i)            You shall have received from a third party accounting firm letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect:
 
(i)            they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Preliminary FWP and Prospectus Supplement under the captions “Summary,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus Supplement and the Preliminary FWP, (C) in the Term Sheet and (D) in the Pre-Pricing FWPs in the agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and
 
(ii)           they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter.
 
(j)            You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Underwritten Certificates on the Closing Date are as described in Section 1(a)(xv) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings.
 
(k)           You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus Supplement is true and correct in all material respects.
 
(l)            You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in the Prospectus Supplement is true and correct in all material respects.
 
(m)          You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in the Prospectus Supplement is true and correct in all material respects.
 
(n)           You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus Supplement, is true and correct in all material respects.
 
 
- 22 -
 
 
(o)           You shall have received from the Secretary or an Assistant Secretary of the Trust Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Trust Advisor under the heading “Transaction Parties—The Trust Advisor” in the Prospectus Supplement, is true and correct in all material respects.
 
(p)           You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters.
 
(q)           You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor for posting on its 17g-5 website relating to certain matters with respect to the Underwritten Certificates, the transfer of the Mortgage Loans and any other matters related thereto.  Any such opinions shall be dated the Closing Date and addressed to the Underwriters.
 
(r)            All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requested.
 
If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by you.  Notice of such cancellation shall be given to the Depositor in writing, or by telephone confirmed in writing.
 
 
7.
Reimbursement of Underwriters’ Expenses.
 
If the sale of the Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied or because of any refusal, inability or failure on the part of the Depositor to perform any agreement herein or comply with any provision hereof, other than by reason of a default by any of the Underwriters, the Depositor and Wells Fargo Bank, jointly and severally, shall reimburse the Underwriters severally, upon demand, for all out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Underwritten Certificates.
 
 
- 23 -
 
 
 
8.
Indemnification.
 
(a)           The Depositor and Wells Fargo Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, its officers and directors and each person, if any, who controls such Underwriter within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act as follows:
 
(i)           against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (B) any untrue statement or alleged untrue statement of a material fact contained in any Time of Sale Information or any Issuer Information contained in any Free Writing Prospectus prepared by or on behalf of an Underwriter (an “Underwriter Free Writing Prospectus”) or contained in any Free Writing Prospectus which is required to be filed pursuant to Section 4(b)(vii), or the omission or alleged omission to state a material fact necessary to make the statements therein (when read in conjunction with the other Time of Sale Information), in the light of the circumstances under which they were made, not misleading, which was not corrected by Corrective Information subsequently supplied by the Depositor or any Mortgage Loan Seller to the Underwriter at any time prior to the Time of Sale, or (C) any breach of the representation and warranty in Section 1(a)(xvi); provided that, in the case of clauses (A) and (B) above, the indemnity provided by this Section 8(a) shall not apply to any loss, liability, claim, damage or expense to the extent any such untrue statement or alleged untrue statement or omission or alleged omission arises out of or is based upon an untrue statement or omission with respect to information with respect to which a Mortgage Loan Seller (other than Basis) or Basis Investment provides indemnification pursuant to the related Indemnification Agreement (the “Mortgage Loan Seller Covered Information”); provided further, that the indemnification provided by this Section 8 shall not apply to the extent that such untrue statement or omission of a material fact was made as a result of an error in the manipulation of, or in any calculations based upon, or in any aggregation of the information regarding the Mortgage Loans, the related Borrowers and/or the related Mortgaged Properties set forth in the Master Tapes or Annex A-1 to the Prospectus Supplement or the Preliminary FWP, to the extent (i) such information was materially incorrect in the applicable Master Tape or such Annex A-1, as applicable, including without limitation the aggregation of such information relating to the Mortgage Loans in the Trust Fund or the information provided by the Mortgage Loan Sellers, and (ii) such loss, liability, claim, damage or expense would be subject to the provisions of the related Indemnification Agreement; and provided further, that the indemnification provided by this Section 8 shall not apply to the Mortgage Loan Seller Covered Information, the Master Servicer Covered Information, the Special Servicer Covered Information, the Trust Advisor Covered Information, the Certificate Administrator Covered Information or the Trustee Covered Information;
 
 
- 24 -
 
 
(ii)          against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Depositor or as otherwise contemplated by Section 8(c) hereof; and
 
(iii)         against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the indemnity provided by this Section 8(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with Underwriter Information furnished to the Depositor by any Underwriter expressly for use in the Registration Statement (or any amendment thereto) or in the Base Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus Supplement (or any amendment or supplement thereto).
 
 
- 25 -
 
 
(b)           Each Underwriter, severally but not jointly, agrees to indemnify and hold harmless the Depositor, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Depositor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions (when read in conjunction with the Time of Sale Information), made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, any Time of Sale Information, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by such Underwriter expressly for use in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, any Time of Sale Information, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) (collectively, “Underwriter Information”); provided that no such material misstatement or omission arises from an error or omission in information relating to the underlying data regarding the Mortgage Loans or the related Borrowers or Mortgaged Properties provided by the Depositor or any Mortgage Loan Seller to such Underwriter. In addition, each Underwriter, severally but not jointly, shall indemnify and hold harmless the Depositor, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Depositor within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all losses, liabilities, claims, damages and expenses as incurred arising out of any (i) untrue statements or alleged untrue statements of a material fact, or omissions or alleged omissions to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the Underwriter Information, and (ii) untrue statements or alleged untrue statements of a material fact, or omissions or alleged omissions to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any Underwriter Free Writing Prospectus or that arise out of or are based upon the omission or alleged omission to state in such Underwriter Free Writing Prospectus a material fact in the light of the circumstances under which they were made, not misleading; provided, that no Underwriter shall be obligated to so indemnify and hold harmless (A) to the extent the Depositor is entitled to indemnification or contribution therefor under the indemnity of any Mortgage Loan Seller set forth in the related Mortgage Loan Purchase Agreement, or (B) with respect to information that is also contained in the Time of Sale Information, or (C) to the extent such losses, liabilities, claims, damages or expenses are caused by a misstatement or omission resulting from an error or omission in the Issuer Information supplied by the Depositor or any Mortgage Loan Seller to an Underwriter which was not corrected by Corrective Information subsequently supplied by the Depositor or any Mortgage Loan Seller to such Underwriter at any time prior to the Time of Sale. Notwithstanding the foregoing, the indemnity in clause (ii) of the immediately preceding sentence will apply only if such misstatement or omission was not also a misstatement or omission in the Prospectus. Furthermore, no Underwriter shall be obligated to indemnify or hold harmless the Depositor or any other person or entity otherwise entitled to such indemnification or to be held harmless under this subsection (b) for any liability that is based upon or arises from the information set forth in the tenth paragraph under the caption “Method of Distribution (Underwriter Conflicts of Interest)” in the Prospectus Supplement (or any amendment or supplement thereto) to the extent that both (1) such information in based upon and is in conformity with the information set forth in the Prospectus Supplement (or such amendment or supplement thereto) that is not Underwriter Information and (2) such non-Underwriter Information either contains an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or fails to comply with Regulation AB.
 
It is hereby acknowledged that (i) the statements set forth in the only sentence of the third to last paragraph on the cover of the Prospectus Supplement and (ii) the statements in the second, fourth, eighth, tenth and sixteenth paragraphs under the caption “Method of Distribution (Underwriter Conflicts of Interest)” in the Prospectus Supplement, constitute the only written information furnished to the Depositor by the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or in the Base Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information, or the Prospectus Supplement (or any amendment or supplement thereto.
 
 
- 26 -
 
 
(c)           Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability under Section 8(a) or Section 8(b) hereof (unless the indemnifying party is materially prejudiced by such failure) or any liability that it may have, otherwise than on account of the indemnity provided by this Section 8. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding as incurred. An indemnifying party may participate at its own expense in the defense of any such action and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, or (ii) the indemnifying party shall not have assumed the defense of such action, with counsel satisfactory to the indemnified party, within a reasonable period following the indemnifying party’s receiving notice of such action, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In no event shall the indemnifying party or parties be liable for fees and expenses of more than one counsel (or, in the event the Depositor or Wells Fargo Bank is the indemnifying party, one counsel for each Underwriter) (in addition to any local counsel) separate from its or their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Unless it shall assume the defense of any proceeding, an indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel or any other expenses for which the indemnifying party is obligated under this subsection, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party or, if such settlement provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party without the consent of the indemnified party.
 
(d)           The indemnity provided by this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by the Depositor, Wells Fargo Bank, the Underwriters, any of their respective directors or officers, or any person controlling the Depositor, Wells Fargo Bank or the Underwriters, and (iii) acceptance of and payment for any of the Underwritten Certificates.
 
The indemnity provided by this Section 8 will be in addition to any liability that any Underwriter, the Depositor or Wells Fargo Bank may otherwise have.
 
 
- 27 -
 
 
 
9.
Contribution.
 
(a)           In order to provide for just and equitable contribution in circumstances in which the indemnity provided by Section 8 hereof is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, or if such indemnification provided for in Section 8 hereof is insufficient in respect of any losses, liabilities, claims or damages referred to therein, the Depositor and Wells Fargo Bank, jointly and severally, and the Underwriters, severally, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by the indemnity provided by Section 8 hereof incurred by the Depositor and the Underwriters, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Depositor and Wells Fargo Bank on the one hand and each Underwriter on the other from the offering of the Underwritten Certificates or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Depositor and Wells Fargo Bank on the one hand and of each Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations (taking into account the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission or failure to comply, and any other equitable considerations appropriate under the circumstances). The relative benefits received by the Depositor and Wells Fargo Bank on the one hand and the Underwriters on the other shall be deemed to be in the same respective portions as the net proceeds (before deducting expenses) received by the Depositor from the sale of the Underwritten Certificates and the total underwriting discounts and commissions and other fees received by the Underwriters in connection therewith bear to the aggregate offering price of the Underwritten Certificates. The relative fault of the Depositor and Wells Fargo Bank on the one hand and of each Underwriter on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor and Wells Fargo Bank or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation; and no Underwriter shall be obligated to contribute more than its share of underwriting discounts and commissions and other fees pertaining to the Underwritten Certificates less any damages otherwise paid by such Underwriter with respect to such loss, liability, claim, damage or expense. It is hereby acknowledged that the respective Underwriters’ obligations under this Section 9 shall be several and not joint. For purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter’s officers and directors, shall have the same rights to contribution as such Underwriter, and each director of the Depositor, each officer of the Depositor who signed the Registration Statement, and each person, if any, who controls the Depositor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Depositor.
 
 
- 28 -
 
 
(b)           The parties hereto agree that it would not be just and equitable if contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take account of the considerations referred to in subsection (a) above. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims or damages referred to in Section 8 hereof or this Section 9 shall be deemed to include any legal fees and disbursements or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim except where the indemnified party is required to bear such expenses, which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that it is reasonable to believe that the indemnifying party will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to the party which made such payment. The remedies provided for in Section 8 hereof and this Section 9 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.
 
(c)           The contribution agreements contained in this Section 9 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by the Depositor, Wells Fargo Bank, the Underwriters, any of their respective directors or officers, or any person controlling the Depositor, Wells Fargo Bank or the Underwriters, and (iii) acceptance of and payment for any of the Underwritten Certificates.
 
 
10.
Default by an Underwriter.
 
If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally (in the respective proportions which the portion of the Underwritten Certificates set forth below their names in Schedule I hereto bears to the aggregate amount of Underwritten Certificates set forth below the names of all the remaining Underwriters) to purchase the Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Certificates, and if such non-defaulting Underwriters do not purchase all of the Underwritten Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Underwritten Certificates shall be postponed for such period, not exceeding ten business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter for damages occasioned by its default hereunder.
 
 
- 29 -
 
 
 
11.
Representations, Warranties and Agreements to Survive Delivery.
 
All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Depositor and Wells Fargo Bank submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, or by or on behalf of the Depositor and Wells Fargo Bank, or by or on behalf of any of the controlling persons and officers and directors referred to in Sections 8 and 9 hereof, and shall survive delivery of the Underwritten Certificates to the Underwriters.
 
 
12.
Termination of Agreement; Survival.
 
(a)           The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Wells Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Underwritten Certificates or to enforce contracts for the sale of the Underwritten Certificates, (iii) if trading in any securities of the Depositor or of Wells Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Underwritten Certificates or to enforce contracts for the sale of the Underwritten Certificates.
 
(b)           If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party, except as provided in Section 11 or Section 12(c) hereof.
 
(c)           The provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8 and 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12 or otherwise.
 
 
- 30 -
 
 
 
13.
Notices.
 
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notice to the Depositor, to Wells Fargo Bank or to Wells Fargo Securities, LLC shall be directed to it at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, facsimile number: (212) 214–8970 (with a copy to the attention of Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288); notice to Deutsche Bank Securities Inc. shall be directed to it at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, facsimile number: (212) 797-0286; notice to Morgan Stanley & Co. LLC shall be directed to it at 1585 Broadway, New York, New York 10036, Attention: Stephen Holmes (with a copy to the attention of Legal Compliance Division at 1221 Avenue of the Americas, 34th Floor, New York, New York 10020); or, in any case, such other address as may hereafter be furnished by the Underwriters, the Depositor or Wells Fargo Bank to the other such parties in writing.
 
 
14.
Parties.
 
This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 hereof and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of each of the parties hereto and their respective successors, and said controlling persons and officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Certificates from any Underwriter shall be deemed to be a successor or assign merely by reason of such purchase.
 
 
15.
Governing Law.
 
This Agreement and any claim, controversy or dispute arising under or related to or in connection with the Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.
 
 
16.
Waiver of Jury Trial.
 
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 
 
- 31 -
 
 
 
17.
Submission to Jurisdiction.
 
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING IN RESPECT OF SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES THE DEFENSE OF ANY INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
 
 
18.
Counterparts.
 
This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.
 
 
19.
Miscellaneous.
 
This Agreement supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought.
 
 
20.
Obligations Solely Contractual in Nature; No Fiduciary Relationship.
 
The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement.
 
[Signature pages follow]
 
 
- 32 -
 
 
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wells Fargo Bank and the several Underwriters.
 
 
Very truly yours,
   
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
       
 
By: 
/s/ Anthony  J Sfarra
    Name: Anthony  J Sfarra  
    Title: President  
       
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
       
 
By: 
 /s/ Brigid M. Mattingly
    Name: Brigid M. Mattingly  
    Title: Executive Vice President  
 
WFCM 2015-C28 – Underwriting Agreement
 
 
 
 
 
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
   
 
WELLS FARGO SECURITIES, LLC
       
 
By: 
 /s/ Matthew Orrino
    Name: Matthew Orrino  
    Title: Director  
       
 
DEUTSCHE BANK SECURITIES INC.
       
 
By: 
 /s/ Natalie D. Grainger
    Name: Natalie D. Grainger  
    Title: Director  
       
 
By: 
 /s/ Matt Smith
    Name: Matt Smith  
    Title: Director  
       
 
MORGAN STANLEY & CO. LLC
       
 
By: 
 /s/ Kevin Ng
    Name: Kevin Ng  
    Title: Managing Director  
 
WFCM 2015-C28 – Underwriting Agreement
 
 
 
 
 
SCHEDULE I
 
Underwriting Agreement, dated as of May 13, 2015.
 
Certificates:
Wells Fargo Commercial Mortgage Trust 2015-C28,
 
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Class
Initial Aggregate
Certificate Principal
Balance or Notional
Amount of Class
Aggregate Certificate
Principal Balance or
Notional Amount of
Class to be
Purchased by Wells
Fargo Securities,
LLC
Aggregate
Certificate Principal
Balance or Notional
Amount of Class to
be Purchased by
Deutsche Bank
Securities Inc.
Aggregate Certificate
Principal Balance or
Notional Amount of
Class to be
Purchased by
Morgan Stanley &
Co. LLC
Initial Pass-
Through Rate
  
Purchase Price(1)
  
Class A-1
$42,399,000
$42,399,000
$0
$0
1.5310%
  
99.9975%
  
Class A-2
$54,565,000
$54,565,000
$0
$0
2.8550%
  
102.9976 %
  
Class A-3
$235,000,000
$235,000,000
$0
$0
3.2900%
  
100.9953%
  
Class A-4
$396,130,000
$396,130,000
$0
$0
3.5400%
  
102.9999%
  
Class A-SB
$87,186,000
$87,186,000
$0
$0
3.3060%
  
102.9954%
  
Class A-S
$88,807,000(2)
$88,807,000 (2)
$0
$0
3.8720%
  
102.9940%
  
Class X-A
$904,087,000(3)
$904,087,000 (3)
$0
$0
0.9274%
  
5.5781%
  
Class B
$62,602,000(2)
$62,602,000 (2)
$0
$0
4.2769%
  
101.8050%
  
Class C
$50,955,000(2)
$50,955,000 (2)
$0
$0
4.2769%
  
98.1956%
  
Class PEX
$202,364,000(2)
$202,364,000 (2)
$0
$0
N/A    
  
N/A   
  
Class D
$58,235,000
$58,235,000
$0
$0
4.2769%
  
87.5669%
  
 
(1)
Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from May 1, 2015 to but not including the Closing Date.
 
(2)
The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class PEX Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and PEX Certificates to be purchased by Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC assume that the initial Certificate Principal Balance of each such Class is as listed in the table.
 
(3)
Notional amount.
 
Closing Date and Location: 10:00 a.m. on May 21, 2015 at the offices of special counsel to the Depositor in New York, New York.
 
 
 
 
Unassociated Document
 
Exhibit 4.1
 
 
EXECUTION VERSION
 
 
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
 
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
     
 
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2015
     
 
$1,164,686,418
 
Aggregate Initial Certificate Principal Balance
     
 
Commercial Mortgage Pass-Through Certificates
Series 2015-C28
 
 
 
 
 
 
TABLE OF CONTENTS
           
         
Page
           
ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
  
7
     
 
Section 1.01
  
Defined Terms
  
7
 
Section 1.02
  
General Interpretive Principles
  
109
 
Section 1.03
  
Certain Calculations in Respect of the Mortgage Pool
  
109
 
Section 1.04
  
Cross-Collateralized Mortgage Loans
  
113
 
Section 1.05
  
Incorporation of Preliminary Statement
  
114
           
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
  
114
           
 
Section 2.01
  
Conveyance of Mortgage Loans
  
114
 
Section 2.02
  
Acceptance of Mortgage Loans by Trustee
  
119
 
Section 2.03
  
Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties
  
122
 
Section 2.04
  
Representations and Warranties of the Depositor
  
131
 
Section 2.05
  
Representations and Warranties of the Master Servicer
  
132
 
Section 2.06
  
Representations and Warranties of the Special Servicer
  
134
 
Section 2.07
  
Representations and Warranties of the Trust Advisor
  
136
 
Section 2.08
  
Representations and Warranties of the Certificate Administrator
  
137
 
Section 2.09
  
Representations and Warranties of the Tax Administrator
  
139
 
Section 2.10
  
Representations, Warranties and Covenants of the Trustee
  
140
 
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
  
142
 
Section 2.12
  
Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee
  
145
 
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
  
145
 
Section 2.14
  
Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee
  
147
 
Section 2.15
  
Creation of REMIC III; Issuance of the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest, the REMIC III Components and the REMIC III Residual Interest; Certain Matters Involving REMIC III and the Class A-S, Class B, Class C and Class PEX Certificates
  
147
 
 
-i-
 
 
           
TABLE OF CONTENTS
(Continued)
 
         
Page
           
 
Section 2.16
  
Issuance of the Class R Certificates
  
150
 
Section 2.17
  
Grantor Trust Pool; Issuance of the Class A-S, Class B, Class C, Class PEX and Class V Certificates
  
150
           
ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND
  
151
     
 
Section 3.01
  
General Provisions
  
151
 
Section 3.02
  
Collection of Mortgage Loan Payments
  
158
 
Section 3.03
  
Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts
  
159
 
Section 3.04
  
Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account, Serviced A/B Loan Combination Custodial Accounts and Loss of Value Reserve Fund
  
163
 
Section 3.05
  
Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account
  
172
 
Section 3.06
  
Investment of Funds in the Accounts
  
192
 
Section 3.07
  
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage
  
194
 
Section 3.08
  
Enforcement of Alienation Clauses
  
200
 
Section 3.09
  
Realization Upon Defaulted Serviced Mortgage Loans
  
204
 
Section 3.10
  
Trustee to Cooperate; Release of Mortgage Files
  
208
 
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
  
210
 
Section 3.12
  
Property Inspections; Collection of Financial Statements
  
224
 
Section 3.13
  
[Reserved]
  
225
 
Section 3.14
  
[Reserved]
  
225
 
Section 3.15
  
Access to Information
  
225
 
Section 3.16
  
Title to Administered REO Property; REO Account
  
227
 
Section 3.17
  
Management of Administered REO Property
  
229
 
Section 3.18
  
Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans
  
233
 
Section 3.19
  
Additional Obligations of Master Servicer and Special Servicer
  
241
 
Section 3.20
  
Modifications, Waivers, Amendments and Consents
  
248
 
Section 3.21
  
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
  
256
 
Section 3.22
  
Sub-Servicing Agreements
  
258
 
 
-ii-
 

TABLE OF CONTENTS
(Continued)
           
         
Page
           
 
Section 3.23
  
Subordinate Class Representative
  
261
 
Section 3.24
  
Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative
  
265
 
Section 3.25
  
Application of Default Charges
  
273
 
Section 3.26
  
Certain Matters Regarding the Serviced Loan Combinations
  
275
 
Section 3.27
  
Rating Agency Confirmations; Communications with Rating Agencies
  
279
 
Section 3.28
  
The Trust Advisor
  
283
 
Section 3.29
  
[Reserved]
  
294
 
Section 3.30
  
General Acknowledgement Regarding Non-Serviced Companion Loan Holders
  
294
 
Section 3.31
  
Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans
  
294
 
Section 3.32
  
Litigation Control
  
295
           
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
  
297
     
 
Section 4.01
  
Distributions
  
297
 
Section 4.02
  
Distribution Date Statements; Servicer Reporting
  
309
 
Section 4.03
  
P&I Advances
  
318
 
Section 4.04
  
Allocation of Realized Losses and Additional Trust Fund Expenses
  
322
 
Section 4.05
  
Allocation of Certain Trust Advisor Expenses
  
324
 
Section 4.06
  
Calculations
  
326
           
ARTICLE V THE CERTIFICATES
  
327
     
 
Section 5.01
  
The Certificates
  
327
 
Section 5.02
  
Registration of Transfer and Exchange of Certificates
  
327
 
Section 5.03
  
Book-Entry Certificates
  
336
 
Section 5.04
  
Mutilated, Destroyed, Lost or Stolen Certificates
  
338
 
Section 5.05
  
Persons Deemed Owners
  
338
 
Section 5.06
  
Certification by Certificate Owners
  
338
 
Section 5.07
  
Appointment of Authenticating Agents
  
339
 
Section 5.08
  
[Reserved]
  
340
 
Section 5.09
  
Exchanges of Exchangeable Certificates
  
340
           
ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE TRUST ADVISOR
  
341
     
 
Section 6.01
  
Liability of the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor
  
341
 
Section 6.02
  
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer
  
341
 
Section 6.03
  
Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicer and the Special Servicer
  
342
 
 
-iii-
 

TABLE OF CONTENTS
(Continued)
           
         
Page
           
 
Section 6.04
  
Resignation of the Master Servicer or the Special Servicer
  
346
 
Section 6.05
  
Replacement of Special Servicer
  
347
 
Section 6.06
  
Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer
  
351
 
Section 6.07
  
Master Servicer and Special Servicer May Own Certificates
  
352
           
ARTICLE VII SERVICER TERMINATION EVENTS
  
353
           
 
Section 7.01
  
Servicer Termination Event
  
353
 
Section 7.02
  
Trustee To Act; Appointment of Successor
  
359
 
Section 7.03
  
Notification to Certificateholders
  
360
 
Section 7.04
  
Waiver of Servicer Termination Event
  
360
 
Section 7.05
  
Additional Remedies of Trustee Upon Servicer Termination Event
  
361
           
ARTICLE VIII THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE TAX ADMINISTRATOR
  
361
           
 
Section 8.01
  
Duties of the Trustee, the Certificate Administrator and the Tax Administrator
  
361
 
Section 8.02
  
Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator
  
364
 
Section 8.03
  
The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans
  
366
 
Section 8.04
  
The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates
  
367
 
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
  
367
 
Section 8.06
  
Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator
  
370
 
Section 8.07
  
Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator
  
371
 
Section 8.08
  
Successor Trustee, Certificate Administrator and Tax Administrator
  
374
 
Section 8.09
  
Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator
  
374
 
Section 8.10
  
Appointment of Co-Trustee or Separate Trustee
  
374
 
Section 8.11
  
Appointment of Custodian
  
375
 
Section 8.12
  
Access to Certain Information
  
376
 
Section 8.13
  
Cooperation Under Applicable Banking Law
  
385

 
-iv-
 

TABLE OF CONTENTS
(Continued)
           
         
Page
           
ARTICLE IX TERMINATION
  
385
           
 
Section 9.01
  
Termination Upon Repurchase or Liquidation of All Mortgage Loans
  
385
 
Section 9.02
  
Additional Termination Requirements
  
388
           
ARTICLE X ADDITIONAL TAX PROVISIONS
  
389
           
 
Section 10.01
  
REMIC Administration
  
389
 
Section 10.02
  
Grantor Trust Administration
  
392
 
Section 10.03
  
The Depositor, the Master Servicer, the Special Servicer and the Trustee to Cooperate with the Tax Administrator
  
395
           
ARTICLE XI EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
    
         
396
 
Section 11.01
  
Intent of the Parties; Reasonableness
  
396
 
Section 11.02
  
Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan
  
397
 
Section 11.03
  
Sub-Servicers; Subcontractors and Agents
  
398
 
Section 11.04
  
Information to be Provided by the Master Servicer and the Special Servicer
  
399
 
Section 11.05
  
Information to be Provided by the Trustee
  
400
 
Section 11.06
  
Filing Obligations
  
400
 
Section 11.07
  
Form 10-D Filings
  
401
 
Section 11.08
  
Form 10-K Filings
  
403
 
Section 11.09
  
Sarbanes-Oxley Certification
  
406
 
Section 11.10
  
Form 8-K Filings
  
407
 
Section 11.11
  
Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports
  
409
 
Section 11.12
  
Annual Compliance Statements
  
410
 
Section 11.13
  
Annual Reports on Assessment of Compliance with Servicing Criteria
  
411
 
Section 11.14
  
Annual Independent Public Accountants’ Servicing Report
  
413
 
Section 11.15
  
Exchange Act Reporting Indemnification
  
414
 
Section 11.16
  
Amendments
  
417
 
Section 11.17
  
Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods
  
417
 
Section 11.18
  
Termination of the Certificate Administrator
  
418
           
ARTICLE XII MISCELLANEOUS PROVISIONS
  
419
           
 
Section 12.01
  
Amendment
  
419
 
Section 12.02
  
Recordation of Agreement; Counterparts
  
421
 
 
-v-
 

TABLE OF CONTENTS
(Continued)
           
         
Page
           
 
Section 12.03
  
Limitation on Rights of Certificateholders
  
422
 
Section 12.04
  
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury
  
423
 
Section 12.05
  
Notices
  
423
 
Section 12.06
  
Communications by Electronic Mail
  
425
 
Section 12.07
  
Severability of Provisions
  
426
 
Section 12.08
  
Successors and Assigns; Beneficiaries
  
426
 
Section 12.09
  
Article and Section Headings
  
426
 
Section 12.10
  
Notices to Subordinate Class Representative
  
426
 
Section 12.11
  
Complete Agreement
  
426
 
Section 12.12
  
Precautionary Trust Indenture Act Provisions
  
427
 
 
-vi-
 

TABLE OF CONTENTS
  (Continued)
     
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
  
Letter of Representations Between Issuer 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-1A
  
Form of Investor Certification for Non-Borrower Affiliates (for Persons other than the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
 
 
-vii-
 
 
TABLE OF CONTENTS
(Continued)
     
EXHIBIT K-1B
  
Form of Investor Certification for Non-Borrower Affiliates (for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
EXHIBIT K-2A
  
Form of Investor Certification for Borrower Affiliates (for Persons other than the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
EXHIBIT K-2B
  
Form of Investor Certification for Borrower Affiliates (for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
EXHIBIT K-3
  
Form of Investor Confidentiality Agreement
EXHIBIT K-4
  
Form of Notice of Mezzanine Collateral Foreclosure
EXHIBIT L
  
Form of Power of Attorney by Trustee for Master Servicer and Special Servicer
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)
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
EXHIBIT V
  
[Reserved]
EXHIBIT W
  
[Reserved]
EXHIBIT X
  
Form of Notice of Exchange of Exchangeable Certificates
     
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
 
 
-viii-
 
 
TABLE OF CONTENTS
(Continued)
     
SCHEDULE IX
  
Schedule of Initial Serviced Companion Loan Holders
SCHEDULE X
  
Class A-SB Planned Principal Balance Schedule
SCHEDULE XI
  
Designated Escrow/Reserve Mortgage Loans

 
-ix-
 
 
This Pooling and Servicing Agreement (this “Agreement”), is dated and effective as of May 1, 2015, 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 WILMINGTON TRUST, 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 date that 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 date that 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)
   $ 
42,399,000
  
A-2
  
Variable(1)
   $ 
54,565,000
  
A-3
  
Variable(1)
   $ 
235,000,000
  
A-4
  
Variable(1)
   $ 
396,130,000
  
A-SB
  
Variable(1)
   $ 
87,186,000
  
A-S
  
Variable(1)
   $ 
88,807,000
  
B
  
Variable(1)
   $ 
62,602,000
  
C
  
Variable(1)
   $ 
50,955,000
  
D
  
Variable(1)
   $ 
58,235,000
  
E
  
Variable(1)
   $ 
30,573,000
  
F
  
Variable(1)
   $ 
23,293,000
  
G
  
Variable(1)
   $ 
34,941,418
  
 
(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-4, Class A-SB, Class D, Class E, Class F and Class G Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-E, Class X-F and Class X-G Certificates will evidence ownership of six (6), one (1), one (1) and one (1) classes of “regular interests” in REMIC III, respectively, all as described herein.  The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest.  The Class B Certificates and Class B-PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest.  The Class C Certificates and Class C-PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest.  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 (other than the Interest Only Certificates), the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest and the REMIC III Components is the date that 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 Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.  The REMIC III Component of the Class X-F Certificates is hereby irrevocably  
 
 
2
 
 
assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-F Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.  The REMIC III Component of the Class X-G Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-G 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 (i) the Class of Certificates, Class PEX Component and/or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-E, Class X-F or Class X-G Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest:
 
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-E
Certificates
  
REMIC III
Component
of
Class X-F
Certificates
  
REMIC III
Component
of
Class X-G
Certificates
A-1
  
A-1 Certificates
  
A-1-X-A
  
N/A
  
N/A
  
N/A
A-2
  
A-2 Certificates
  
A-2-X-A
  
N/A
  
N/A
  
N/A
A-3
  
A-3 Certificates
  
A-3-X-A
  
N/A
  
N/A
  
N/A
A-4
  
A-4 Certificates
  
A-4-X-A
  
N/A
  
N/A
  
N/A
A-SB
  
A-SB Certificates
  
A-SB-X-A
  
N/A
  
N/A
  
N/A
A-S
  
A-S Certificates and A-S-PEX Component (collectively representing the Class A-S Regular Interest)
  
A-S-X-A
  
N/A
  
N/A
  
N/A
B
  
B Certificates and B-PEX Component (collectively representing the Class B Regular Interest)
  
N/A
  
N/A
  
N/A
  
N/A
C
  
C Certificates and C-PEX Component (collectively representing the Class C Regular Interest)
  
N/A
  
N/A
  
N/A
  
N/A
D
  
D Certificates
  
N/A
  
N/A
  
N/A
  
N/A
E
  
E Certificates
  
N/A
  
E-X-E
  
N/A
  
N/A
F
  
F Certificates
  
N/A
  
N/A
  
F-X-F
  
N/A
G
  
G Certificates
  
N/A
  
N/A
  
N/A
  
G-X-G
 
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) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will be $1,164,686,418.
 
 
3
 
 
Class Designations of the Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest.
 
The following table irrevocably sets forth the Class Designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest.
 
Class Designation
  
Pass-Through Rate
  
Initial Class Principal
Balance
Class A-1
  
1.5310% per annum
  
$42,399,000
  
Class A-2
  
2.8550% per annum
  
$54,565,000
  
Class A-3
  
3.2900% per annum
  
$235,000,000
  
Class A-4
  
3.5400% per annum
  
$396,130,000
  
Class A-SB
  
3.3060% per annum
  
$87,186,000
  
Class X-A
  
Variable(1)
  
(2)              
  
Class X-E
  
Variable(1)
  
(3)              
  
Class X-F
  
Variable(1)
  
(4)              
  
Class X-G
  
Variable(1)
  
(5)              
  
Class A-S(6)
  
Variable(1)
  
$88,807,000
  
Class A-S-PEX Component(6)
  
Variable(1)
  
$0
  
Class A-S Regular Interest(6)
  
Variable(1)
  
$88,807,000
  
Class B(6)
  
Variable(1)
  
$62,602,000
  
Class B-PEX Component(6)
  
Variable(1)
  
$0
  
Class B Regular Interest(6)
  
Variable(1)
  
$62,602,000
  
Class C(6)
  
Variable(1)
  
$50,955,000
  
Class C-PEX Component(6)
  
Variable(1)
  
$0
  
Class C Regular Interest(6)
  
Variable(1)
  
$50,955,000
  
Class PEX(6)
  
(7)
  
$0
  
Class D
  
Variable(1)
  
$58,235,000
  
Class E
  
3.0000% per annum
  
$30,573,000
  
Class F
  
3.0000% per annum
  
$23,293,000
  
Class G
  
3.0000% per annum
  
$34,941,418
  
Class R
  
None
  
None      
  
Class V
  
None
  
(8)              
  
 
(1)
The respective Pass-Through Rates for the Interest Only Certificates and the Class C and Class D Certificates, the Class C-PEX Component and the Class C Regular Interest 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 six (6) 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.
 
 
4
 
 
(3)
The Class X-E Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-E Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-E Certificates.  The Class X-E Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component 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 Component Notional Amount of such Class’ REMIC III Component from time to time.
 
(4)
The Class X-F Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-F Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-F Certificates.  The Class X-F Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component 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 Component Notional Amount of such Class’ REMIC III Component from time to time.
 
(5)
The Class X-G Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-G Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-G Certificates.  The Class X-G Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component 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 Component Notional Amount of such Class’ REMIC III Component from time to time.
 
(6)
The Class A-S, Class B and Class C Certificates are not regular interests in REMIC III but represent ownership of the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively.  The Class A-S-PEX Component, Class B-PEX Component and Class C-PEX Component are not regular interests in REMIC III but represent ownership of the Class A-S-PEX Percentage Interest, the Class B-PEX Percentage Interest and the Class C-PEX Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively.  The Class PEX Certificates are not regular interests in REMIC III but represent ownership of the Class PEX Components.
 
(7)
The Class PEX Certificates will not have a Pass-Through Rate but will be entitled to receive the sum of the interest distributable on the Class PEX Components.
 
(8)
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 Class V Specific Grantor Trust Assets.
 
Grantor Trust
 
The Class A-S, Class B, Class C, Class PEX and Class V Certificates shall each represent undivided beneficial interests in the portion of the Grantor Trust consisting of the assets set forth opposite such Class in the following table, in each case as 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 (i) to maintain its status as a “grantor trust” under federal income tax law and (ii) to not be treated as part of any Trust REMIC Pool.
 
Class Designation
  
Corresponding Grantor Trust Assets
Class A-S
  
Class A-S Specific Grantor Trust Assets
Class B
  
Class B Specific Grantor Trust Assets
Class C
  
Class C Specific Grantor Trust Assets
Class PEX
  
Class PEX Specific Grantor Trust Assets
Class V
  
Class V Specific Grantor Trust Assets
 
Split Loan Structures
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule (the “Eastgate One Phases I-VII & XII Mortgage Loan”) also secures a companion loan to the same Borrower, which consists of a promissory note designated note A-2 in the original principal balance of $50,000,000, and which is pari passu in right of payment with the Eastgate One Phases I-VII & XII Mortgage Loan (the “Eastgate One Phases I-VII & XII Pari Passu Companion Loan” and, collectively with the Eastgate One Phases I-VII & XII
 
 
5
 
 
Mortgage Loan, the “Eastgate One Phases I-VII & XII Loan Combination”).  The Eastgate One Phases I-VII & XII Pari Passu Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the related Serviced Pari Passu Companion Loan Holder.
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 5 on the Mortgage Loan Schedule (the “Eastgate Two Phases VIII-X Mortgage Loan”) also secures a companion loan to the same Borrower, which consists of a promissory note designated note A-2 in the original principal balance of $40,000,000, and which is pari passu in right of payment with the Eastgate Two Phases VIII-X Mortgage Loan (the “Eastgate Two Phases VIII-X Pari Passu Companion Loan” and, collectively with the Eastgate Two Phases VIII-X Mortgage Loan, the “Eastgate Two Phases VIII-X Loan Combination”).  The Eastgate Two Phases VIII-X Pari Passu Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the related Serviced Pari Passu Companion Loan Holder.
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 11 on the Mortgage Loan Schedule (the “Brickyard Square Mortgage Loan”) also secures a companion loan to the same Borrower, which consists of a promissory note designated note A-2 in the original principal balance of $11,450,000, and which is pari passu in right of payment with the Brickyard Square Mortgage Loan (the “Brickyard Square Pari Passu Companion Loan” and, collectively with the Brickyard Square Mortgage Loan, the “Brickyard Square Loan Combination”).  The Brickyard Square Pari Passu Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the related Serviced Pari Passu Companion Loan Holder.
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 12 on the Mortgage Loan Schedule (the “Flatiron Hotel Mortgage Loan”) also secures a companion loan to the same Borrower, which consists of a promissory note designated as the “junior note” in the original principal balance of $2,500,000, and which is subordinate in right of payment with the Flatiron Hotel Mortgage Loan (the “Flatiron Hotel Subordinate Companion Loan” and, collectively with the Flatiron Hotel Mortgage Loan, the “Flatiron Hotel Loan Combination”).  The Flatiron Hotel Subordinate Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the related Serviced Subordinate Companion Loan Holder.
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 30 on the Mortgage Loan Schedule (the “Commerce Point I & II Mortgage Loan”) also secures a companion loan to the same Borrower, which consists of a promissory note designated note A-2 in the original principal balance of $5,000,000, and which is pari passu in right of payment with the Commerce Point I & II Mortgage Loan (the “Commerce Point I & II Pari Passu Companion Loan” and, collectively with the Commerce Point I & II Mortgage Loan, the “Commerce Point I & II Loan Combination”).  The Commerce Point I & II Pari Passu Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the related Non-Serviced Companion Loan Holder.
 
 
6
 
 
Each of the Eastgate One Phases I-VII & XII Loan Combination, the Eastgate Two Phases VIII-X Loan Combination, the Brickyard Square Loan Combination and the Flatiron Hotel Loan Combination will be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.  The Commerce Point I & II Loan Combination will be serviced pursuant to (i) the related Non-Trust Pooling and Servicing Agreement and (ii) the related Intercreditor 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.
 
“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 and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, the amount of which interest shall equal:  (a) in the case of any Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for any Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate applicable to such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, outstanding immediately prior to the related Distribution Date; and (b) in the case of any 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 any Class of Interest Only Certificates, the amount of which interest shall equal, for any Interest Accrual Period, one-twelfth of the product of (i)(A) in the
 
 
7
 
 
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, (B) in the case of the REMIC III Component of the Class X-E Certificates, the Class X-E Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, (C) in the case of the REMIC III Component of the Class X-F Certificates, the Class X-F Strip Rate applicable to such REMIC III Component for such Interest Accrual Period or (D) in the case of the REMIC III Component of the Class X-G Certificates, the Class X-G 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 Companion Loan(s).
 
“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, any Non-Trust Master Servicer, any 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 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 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(c).
 
 
8
 
 
“Adjusted Actual/360 Accrued Interest Amount”:  As defined in Section 2.11(f).
 
“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 Certificate Administrator Fee Rate, (ii) the CREFC® License Fee Rate, (iii) the Trust Advisor Ongoing Fee Rate (except with respect to the Commerce Point I & II Mortgage Loan), (iv) the applicable Master Servicing Fee Rate; and (v) in the case of each Pari Passu Mortgage Loan, a rate per annum equal to the applicable 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 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)(A).
 
“Affected Party”:  As defined in Section 7.01(b).
 
“Affected Reporting Party”:  As defined in Section 11.15.
 
“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.
 
 
9
 
 
“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 Banking Law”:  As defined in Section 8.13.
 
“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 less than $2,000,000, 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 less than $2,000,000, 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).
 
“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
 
 
10
 
 
through the most recent Due Date prior to the date of determination (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 toward 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 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.
 
 
11
 
 
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 any 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 first, to the related Subordinate Companion Loan, if any, and then to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), if any, on a pro rata and pari passu basis in accordance with, the respective outstanding principal balances of such related Mortgage Loan and Serviced Pari Passu Companion Loan(s), if any, 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 or Serviced Loan Combination 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 or Serviced Loan Combination after it has been paid in full or it (or the REO Property) has been liquidated, repurchased or otherwise disposed of.
 
Notwithstanding the foregoing, with respect to any 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 Non-Trust-Serviced Pooled Mortgage Loan, taken together, provide that any such “Appraisal Reduction Amount” shall be calculated by the Non-Trust Special Servicer under the 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.
 
 
12
 
 
“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 (a) 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 Serviced 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 and not prohibited from being charged by the lender under the related Mortgage Loan Documents, with respect to any application 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 Serviced 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 and not prohibited from being charged by the lender under 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.
 
 
13
 
 
“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 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.
 
 
14
 
 
“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 January 28, 2015, relating to trust funds established by the Depositor and publicly offered mortgage pass-through certificates evidencing interests therein.
 
“Basis”:  Basis Real Estate Capital II, LLC, a Delaware limited liability company, or its successor-in-interest.
 
“Basis Investment”:  Basis Investment Group 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” or “Mortgagor”:  The obligor or obligors on a Mortgage Note, and may also be referred to as the mortgagor.
 
“Borrower Party”:  A Borrower, a manager of a Mortgaged Property, an Affiliate of any Borrower or manager of a Mortgaged Property, or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of an Affiliate of any Borrower.
 
“Breach”:  As defined in Section 2.03(a).
 
“Brickyard Square Loan Combination”:  As defined in the Preliminary Statement.
 
“Brickyard Square Mortgage Loan”:  As defined in the Preliminary Statement.
 
“Brickyard Square Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
“Business Day”:  Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Delaware, Maryland, Minnesota, New York, North Carolina, Pennsylvania, Texas or any of the jurisdictions in which the respective Primary Servicing Offices of the Master Servicer or the Special Servicer or the Corporate Trust Offices of the Certificate Administrator or 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.
 
 
15
 
 
“CERCLA”:  The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
 
“Certificate”:  Any one of the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, 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 and the Trustee Fee, each of which shall be paid by the Certificate Administrator as provided herein.
 
“Certificate Administrator Fee Rate”:  0.0039% 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, any Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, 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 (in the case of any Class of Exchangeable Certificates or Class PEX Component, as the same may be adjusted in connection with exchanges pursuant to Section 5.09).
 
“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, any Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest and Class C
 
 
16
 
 
Regular Interest, as of any date of determination, the then-outstanding principal amount of such Certificate, Class PEX Component or REMIC III Regular Interest, as applicable, equal to the product of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, the Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof.  The aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class A-S Regular Interest.  The aggregate Certificate Principal Balance of the Class B Certificates and the Class B-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class B Regular Interest.  The aggregate Certificate Principal Balance of the Class C Certificates and the Class C-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class C Regular Interest.  The original and outstanding Certificate Principal Balances of the Class A-S, Class B, Class C and Class PEX Certificates and the Class PEX Components are subject to adjustment in connection with any exchange of Class A-S, Class B and Class C Certificates for Class PEX Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.
 
“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.  Notwithstanding any contrary provision of this definition, in connection with the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, the term “Certificateholder” or “Holder” shall mean the Trustee as the holder of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable.
 
“Certification Parties”:  As defined in Section 11.09.
 
 
17
 
 
“Certifying Person”:  As defined in Section 11.09.
 
“Certifying Servicer”:  As defined in Section 11.12.
 
“CGCMT 2015-GC29 Pooling and Servicing Agreement”:  That certain Pooling and Servicing Agreement, dated as of April 1, 2015, among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator and Deutsche Bank Trust Company Americas, as trustee, relating to the CGCMT 2015-GC29 securitization (into which the Commerce Point I & II Companion Loan was deposited).
 
“C-III”:  C-III Commercial Mortgage LLC, a Delaware limited liability company, or its successor-in-interest.
 
“Class”:  Collectively, all of the Certificates bearing the same alphabetic or alphanumeric Class Designation and having the same payment terms, or any of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, in each case as the context may require.
 
“Class A Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB 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.
 
“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-4 Certificate”:  Any one of the Certificates with a “Class A-4” 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 an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class A-S Specific Grantor Trust Assets and the proceeds thereof.
 
“Class A-S Percentage Interest”:  As of any date of determination, with respect to the Class A-S Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class A-S Certificates on such date, and the denominator of which is the Class Principal Balance of the Class A-S Regular Interest on such date.
 
 
18
 
 
“Class A-S Regular Interest”:  The uncertificated interest corresponding to the Class A-S Certificates and the Class A-S-PEX Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.
 
“Class A-S Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of the Class A-S Percentage Interest of the Class A-S Regular Interest.
 
“Class A-S-PEX Component”:  One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class A-S-PEX Percentage Interest of the Class A-S Regular Interest.
 
“Class A-S-PEX Percentage Interest”:  As of any date of determination, 100% less the Class A-S Percentage Interest as of such date.
 
“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 X hereto.
 
“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 an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class B Specific Grantor Trust Assets and the proceeds thereof.
 
“Class B Percentage Interest”:  As of any date of determination, with respect to the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class B Certificates on such date, and the denominator of which is the Class Principal Balance of the Class B Regular Interest on such date.
 
“Class B Regular Interest”:  The uncertificated interest corresponding to the Class B Certificates and the Class B-PEX Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.
 
“Class B Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of the Class B Percentage Interest of the Class B Regular Interest.
 
“Class B-PEX Component”:  One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class B-PEX Percentage Interest of the Class B Regular Interest.
 
“Class B-PEX Percentage Interest”:  As of any date of determination, 100% less the Class B Percentage Interest as of such date.
 
“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 an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class C Specific Grantor Trust Assets and the proceeds thereof.
 
 
19
 
 
“Class C Percentage Interest”:  As of any date of determination, with respect to the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.
 
“Class C Regular Interest”:  The uncertificated interest corresponding to the Class C Certificates and the Class C-PEX Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.
 
“Class C Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of the Class C Percentage Interest of the Class C Regular Interest.
 
“Class C-PEX Component”:  One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class C-PEX Percentage Interest of the Class C Regular Interest.
 
“Class C-PEX Percentage Interest”:  As of any date of determination, 100% less the Class C Percentage Interest as of such date.
 
“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 Designation”:  As set forth in the Preliminary Statement under “Class Designations of the Certificates”, the Class PEX Components and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest.
 
“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 F Transfer”:  As defined in Section 3.23(i).
 
“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”.
 
 
20
 
 
“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).
 
“Class PEX Certificate”:  Any one of the Certificates with a “Class PEX” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class PEX Specific Grantor Trust Assets and the proceeds thereof.
 
“Class PEX Component”:  Each of the Class A-S-PEX Component, the Class B-PEX Component and the Class C-PEX Component.
 
“Class PEX Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of the Class A-S-PEX Percentage Interest of the Class A-S Regular Interest, the Class B-PEX Percentage Interest of the Class B Regular Interest and the Class C-PEX Percentage Interest of the Class C Regular Interest.
 
“Class Principal Balance”:  The aggregate principal balance of any Class of Principal Balance Certificates, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest outstanding as of any date of determination.  As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates, Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest shall equal the initial Class Principal Balance thereof.  On each Distribution Date, the Class Principal Balance of each Class of Principal Balance Certificates, Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest 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, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest 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, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest 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, Class PEX Components or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, such increase shall be allocated, first, to the Class A Certificates, pro rata according to the amounts of Realized Losses previously allocated to the respective Classes of Class A Certificates, then to the Class A-S Regular Interest, then to the Class B Regular Interest, then to the Class C Regular Interest, and then to the Class D, Class E, Class F and Class G Certificates, in that order in each case to the extent of the lesser of the Realized Losses previously allocated thereto and the
 
 
21
 
 
remaining unallocated portion of the increase).  Amounts allocated to the Class A-S Regular Interest as described in the preceding sentence shall be allocated between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest and the Class A-S-PEX Percentage Interest, respectively.  Amounts allocated to the Class B Regular Interest as described in the second preceding sentence shall be allocated between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest and the Class B-PEX Percentage Interest, respectively.  Amounts allocated to the Class C Regular Interest as described in the third preceding sentence shall be allocated between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest and the Class C-PEX Percentage Interest, respectively.  The original and outstanding Class Principal Balances of the Class A-S, Class B, Class C and Class PEX Certificates and the Class PEX Components are subject to adjustment in connection with any exchange of Class A-S, Class B and Class C Certificates for Class PEX Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.
 
“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 Class V Specific Grantor Trust Assets.
 
“Class V Specific Grantor Trust Assets”:  The portion of the Trust Fund 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.
 
“Class V Sub-Account”:  As defined in Section 3.04(b).
 
“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 six (6) 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 Class of Principal Balance Certificates (other than the Class A-S Certificates) and the Class A-S Regular Interest 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-4 and Class A-SB Certificates and the Class A-S Regular Interest for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates and Class A-S Regular Interest outstanding immediately prior to the conclusion of such Interest Accrual Period.
 
“Class X-E Certificate”:  Any of the Certificates with a “Class X-E” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
 
22
 
 
“Class X-E Strip Rate”:  With respect to the REMIC III Component of the Class X-E 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-E Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the Pass-Through Rate of the Class E Certificates for such Interest Accrual Period.
 
“Class X-F Certificate”:  Any of the Certificates with a “Class X-F” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
“Class X-F Strip Rate”:  With respect to the REMIC III Component of the Class X-F 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-F Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the Pass-Through Rate of the Class F Certificates for such Interest Accrual Period.
 
“Class X-G Certificate”:  Any of the Certificates with a “Class X-G” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
“Class X-G Strip Rate”:  With respect to the REMIC III Component of the Class X-G 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-G Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the Pass-Through Rate of the Class G Certificates for such Interest Accrual Period.
 
“Clearstream”:  Clearstream Banking, société anonyme or any successor.
 
“Closing Date”:  May 21, 2015.
 
“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 Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Collection Account”.
 
 
23
 
 
“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 F Certificates, reduced by any Appraisal Reduction Amounts allocable to such Class, is less than 25% of the initial Class Principal Balance of the Class F Certificates and (ii) the Class Principal Balance of the Class F 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 F 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 Non-Serviced Loan Combination (other than the Commerce Point I & II Loan Combination).
 
“Commerce Point I & II Loan Combination”:  As defined in the Preliminary Statement.
 
“Commerce Point I & II Mortgage Loan”:  As defined in the Preliminary Statement.
 
“Commerce Point I & II Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
“Commission” or “SEC”:  The Securities and Exchange Commission or any successor thereto.
 
“Companion Loan”:  Any Serviced Companion Loan or Non-Serviced Pari Passu Companion Loan.
 
“Companion Loan Holder”:  Any Serviced Pari Passu Companion Loan Holder, Serviced Subordinate Companion Loan Holder and/or Non-Serviced Companion Loan Holder, as the context may require.
 
“Companion Loan Rating Agency”:  Any NRSRO rating a Serviced Companion Loan Security.
 
“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.
 
 
24
 
 
“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.
 
“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 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 F or Class G Certificate.
 
“Control-Eligible Class”:  The 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 Trust 2015-C28, and for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  Corporate Trust Services, Wells Fargo Commercial Mortgage Trust 2015-C28; and (ii) in the case of the Trustee, at 1100 North Market Street, Wilmington, Delaware 19890, Attention:  WFCM 2015-C28.
 
“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).  With respect to any Serviced Loan Combination, neither the related Serviced Mortgage Loan nor the Serviced Loan Combination in whole shall be a Corrected Mortgage Loan unless both the Serviced Mortgage Loan and the entire Serviced Loan Combination are Corrected Mortgage Loans.
 
“Corresponding REMIC II Regular Interest(s)”:  (a) With respect to any Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, the REMIC II Regular Interest opposite which such Class of Principal Balance Certificates or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest 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
 
 
25
 
 
forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (c) with respect to the REMIC III Component of the Class X-E 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”; (d) with respect to the REMIC III Component of the Class X-F 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 (e) with respect to the REMIC III Component of the Class X-G 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 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.
 
 
26
 
 
“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 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.
 
 
27
 
 
“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 at any time following the date that is not later than three (3) months following adoption of the form thereof by the CREFC®.
 
“CREFC® License Fee”:  With respect to each Mortgage Loan and REO Mortgage Loan, a monthly fee payable in respect thereof in an amount equal to the amount of interest accrued during the accrual period for such Mortgage Loan or REO Mortgage Loan under its Mortgage Loan Documents at the related CREFC® License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan or REO Mortgage Loan during such accrual period, and will be prorated for partial periods.  Any payments of the CREFC® License Fee shall be made by the Master Servicer on a monthly basis on each Master Servicer Remittance Date to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by CREFC® to the Master Servicer in writing):
 
Account Name:  Commercial Real Estate Finance Council (CREFC)
Bank Name:  JPMorgan Chase Bank, National Association
Bank Address:  80 Broadway, New York, NY  10005
Routing Number:  021000021
Account Number:  213597397
 
To the extent that amounts on deposit in the Collection Account are insufficient to pay the CREFC® License Fee on any Master Servicer Remittance Date, the Master Servicer shall apply any P&I Advances required to be made by it on the related P&I Advance Date pursuant to Sections 4.03(a) and 4.03(b) to pay the balance of such CREFC® License Fee.
 
 
28
 
 
“CREFC® License Fee Rate”:  0.0005% per annum.
 
“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 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.
 
 
29
 
 
“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.
 
“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.
 
 
30
 
 
“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 Custodian hereunder, or any successor custodian 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 May 2015 (or, in the case of any Mortgage Loan that has its first Due Date in June 2015, the date that would have been its Due Date in May 2015 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 NRSRO 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 commercial mortgage-backed securities 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.
 
“DBSI”:  Deutsche Bank Securities Inc., or its successor-in-interest.
 
“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 Companion Loan or REO Mortgage Loan.
 
“Default Interest”:  With respect to any Mortgage Loan (or successor REO Mortgage Loan) or Serviced 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 on the principal balance of such Mortgage Loan (or REO Mortgage Loan) or Serviced Companion Loan at the related Mortgage Rate, such excess interest arising out of a default under such Mortgage Loan or Serviced Companion Loan.
 
 
31
 
 
“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) 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.
 
“Deficient Exchange Act Deliverable”:  With respect to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Designated Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
 
“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.
 
 
32
 
 
“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 any Primary Servicer.
 
“Designated Sub-Servicing Agreement”:  Any Sub-Servicing Agreement between a Designated Sub-Servicer and the Master Servicer, including any 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 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 June 2015.
 
“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 (other than any Non-Trust-Serviced Pooled Mortgage Loan), Serviced Loan Combination or Administered REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) and any purchaser of any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), Serviced Loan Combination or Administered REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than any Non-Trust-Serviced Pooled 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
 
 
33
 
 
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 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), for the benefit of 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 Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Distribution Account”.
 
 
34
 
 
“Distribution Date”:  The fourth Business Day following the Determination Date in each month, commencing in June 2015.  The first Distribution Date shall be June 17, 2015.
 
“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.
 
“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 or Serviced Loan Combination 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.
 
“Eastgate One Phases I-VII & XII Loan Combination”:  As defined in the Preliminary Statement.
 
“Eastgate One Phases I-VII & XII Mortgage Loan”:  As defined in the Preliminary Statement.
 
“Eastgate One Phases I-VII & XII Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
“Eastgate Two Phases VIII-X Loan Combination”:  As defined in the Preliminary Statement.
 
“Eastgate Two Phases VIII-X Mortgage Loan”:  As defined in the Preliminary Statement.
 
“Eastgate Two Phases VIII-X Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
“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”:  Any format compatible with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.
 
 
35
 
 
“Eligible Account”:  Any of the following:
 
(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 “A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)), “A2” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA), 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 “R-1 (middle)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)), “P-1” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA) 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 (A) commercial paper, short-term unsecured debt obligations or other short-term deposits are rated no less than “R-1 (middle)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)), “P-1” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA), 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 “A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)), “A2” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA), 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, and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s;
 
(iv)          an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long-term unsecured debt obligations or deposit accounts are rated at least “A” by Fitch, “A2” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA), if the deposits are to be held in the account for more than thirty (30) days, or PNC Bank, National Association’s short-term unsecured debt obligations or deposit accounts are rated at least “F-1” by Fitch, “P-1” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA),, if the deposits are to be held in the account for thirty (30) days or less;
 
 
36
 
 
(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 (at its sole discretion in accordance with the Servicing Standard) or to request the Master Servicer to make, that must be made within three (3) Business Days of the Special Servicer obtaining actual knowledge 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 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
 
 
37
 
 
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 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) for the benefit of 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 Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Excess Liquidation Proceeds Account”.
 
“Excess Servicing Fee Rate”:  With respect to each Mortgage Loan or Serviced 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 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 by the Master Servicer, the Master Servicer shall be the owner of such Excess Servicing Fee Right with respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Mortgage Loan with respect thereto).
 
“Excess Servicing Fees”:  With respect to each Mortgage Loan and any Serviced Companion 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 Date, less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Interest Distribution Amount of the Class B Regular Interest, the Class C Regular Interest and the Class D and Class E Certificates for such Distribution Date.
 
 
38
 
 
“Exchange Act”:  The Securities Exchange Act of 1934, as it may be amended from time to time.
 
“Exchange Date”:  As defined in Section 5.09(c).
 
“Exchange Proportion”:  With respect to any exchange of Exchangeable Certificates pursuant to Section 5.09, Class A-S, Class B and Class C Certificates with original Certificate Principal Balances (regardless of current Certificate Principal Balance) that represent approximately 43.88%, 30.94% and 25.18%, respectively, of the aggregate original Certificate Principal Balances of all Class A-S, B and C Certificates involved in the exchange.
 
“Exchangeable Certificates”:  The Class A-S, Class B, Class C and Class PEX Certificates.
 
“Excluded Holder”:  With respect to an Excluded Loan, the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, as applicable, but only so long as such Person is a Borrower Party with respect to such Excluded Loan.  For the avoidance of doubt, immediately upon obtaining actual knowledge of any such party becoming an “Excluded Holder”, the Majority Subordinate Certificateholder or Subordinate Class Representative, as the case may be, shall provide notice in the form of Exhibit K-2B hereto to the Master Servicer, the Special Servicer and the Certificate Administrator, which such notice must be physically delivered and must specifically identify the Excluded Holder and the subject Mortgage Loan or Loan Combination, as applicable.
 
“Excluded Information”:  Asset Status Reports and Final Asset Status Reports (or summaries thereof) related exclusively to an Excluded Loan.
 
“Excluded Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Majority Subordinate Certificateholder and/or the Subordinate Class Representative is a Borrower Party.
 
“Exemption”:  PTE 96-22 issued to a predecessor of WFS, as amended by PTE 2013-08 and as may be subsequently amended following the Closing Date.
 
“Exemption-Favored Party”:  Any of (i) WFS, (ii) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with WFS and (iii) any member of any underwriting syndicate or selling group of which any Person described in clauses (i) and (ii) 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)(vi).
 
 
39
 
 
“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 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 Ratings, Inc. or its successor-in-interest.  If neither such rating agency nor any successor remains in existence, “Fitch” shall be deemed to refer to such other NRSRO 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 commercial mortgage-backed securities 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 Ratings, 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.
 
“Flatiron Hotel Loan Combination”:  As defined in the Preliminary Statement.
 
“Flatiron Hotel Mortgage Loan”:  As defined in the Preliminary Statement.
 
 
40
 
 
“Flatiron Hotel Subordinate Companion Loan”:  As defined in the Preliminary Statement.
 
“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 Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEX Specific Grantor Trust Assets and the Class V Specific Grantor Trust Assets.
 
“Grantor Trust Provisions”:  Subpart E of part I of subchapter J of the Code, including Treasury Regulations Section 301.7701-4(c)(2).
 
“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).
 
“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”.
 
“Indemnified Items”:  With respect to a Non-Trust-Serviced Pooled Mortgage Loan, as defined in the related Intercreditor Agreement or, if not defined therein, any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the related Non-Serviced Loan Combination (or, with respect to the related Non-Trust Trust Advisor, incurred in connection with the provision of services for the related Non-Serviced Loan Combination) under the related Non-Trust Pooling and Servicing Agreement.
 
 
41
 
 
 
“Indemnified Parties”: With respect to a Non-Trust-Serviced Pooled Mortgage Loan, as defined in the related Intercreditor Agreement or, if not defined therein, each of the related Non-Trust Depositor, the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Certificate Administrator, the related Non-Trust Trustee and the related Non-Trust Trust Advisor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the related Non-Trust Pooling and Servicing Agreement in respect of other mortgage loans).
 
“Independent”:  When used with respect to any specified Person, any such Person who (i) is 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, if applicable, 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”:  KKR Securities Holdings, LLC, a Delaware limited liability company.
 
“Initial Resolution Period”:  As defined in Section 2.03(b).
 
 
42
 
 
“Initial Subordinate Class Representative”:  KKR Securities Holdings, LLC, a Delaware limited liability company.
 
“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 institutional investor which qualifies as an “accredited investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D 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 time to time by and between the holders of the related Mortgage Loan and the related Companion Loan relating to the relative rights of such holders.
 
 
43
 
 
“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, any of the Class A-S, Class B and Class C Certificates, any of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest 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, any of the Class A-S, Class B and Class C Certificates, any of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest 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 and any of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest for any Distribution Date, an amount of interest equal to the sum of (I) the amount of Accrued Certificate Interest in respect of such Class 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 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 Regular Interest, the Class C Regular Interest and the Class D and E 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 Regular Interest, Class C Regular Interest and/or Class D 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 E Certificates and (if necessary) Class D Certificates and (if necessary) the Class C Regular Interest (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 Regular Interest, Class C Regular Interest or Class D or Class E 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 Regular Interest, the Class C Regular Interest and the Class D and Class E 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 or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, is deemed to have been increased immediately prior to such Distribution Date pursuant to the proviso to the definition of “Class
 
 
44
 
 
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 such Distribution Date (pursuant to Section 3.05(a)(II)(iv)) 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(s) 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(s) on which the amount of such increase(s) were most recently written down on such Class (whether such written down amount(s) were written down as a result of the Realized Loss whose recovery has resulted in the increase or as a result of subsequent allocations of Realized Loss(es) unrelated to such Realized Loss whose recovery has resulted in the increase(s)) to, but not including, such current Distribution Date (such amounts described in this clause (iv), “Recovered Interest Amounts”).
 
For purposes of clause (I) 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 (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest 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 for such Distribution Date and the denominator of which is the aggregate amount of Accrued Certificate Interest for all Classes of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest for such Distribution Date.  No portion of any Net Aggregate Prepayment Interest Shortfall for any Distribution Date shall be allocated to the Interest Only Certificates.  Any Net Aggregate Prepayment Interest Shortfall allocated to the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest for any Distribution Date shall be allocated (i) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component on such Distribution Date in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component on such Distribution Date in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively and (iii) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component on such Distribution Date in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.
 
“Interest Only Certificates”:  Collectively, the Class X-A, Class X-E, Class X-F and Class X-G 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), for the benefit of 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 Wilmington Trust, National
 
 
45
 
 
Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, 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 beginning 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).
 
“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.
 
“Interested SLC Person”:  With respect to a Serviced Loan Combination, an “Interested Person” as defined in the related Intercreditor Agreement.
 
“Investment Account”:  Each of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, each Serviced A/B Loan Combination Custodial Account, the Servicing Accounts, the Reserve Accounts, the REO Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.
 
“Investment Company Act”:  The Investment Company Act of 1940, as it may be amended from time to time.
 
“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-Based Exemption”:  Any of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by independent “qualified professional asset managers”), PTCE 90-1 (for
 
 
46
 
 
transactions by insurance company pooled separate accounts), PTCE 91-38 (for transactions by bank collective investment funds), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house asset managers”), or any comparable exemption available under any Similar Law.
 
“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 NRSRO 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 commercial mortgage-backed securities 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 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.
 
 
47
 
 
“Latest Possible Maturity Date”:  With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any REMIC III Component, any Class of Regular Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, 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.
 
“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 related Subordinate Companion Loan Holder (if applicable), 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 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) in the case of any REO Property (and the related REO Mortgage Loan) related to any Non-Trust-Serviced Pooled Mortgage Loan, any event contemplated in the preceding clauses (b)(i), (ii) or (iii) occurs pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, or (v) 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).
 
 
48
 
 
“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, (a) 1.00% or (b) if such rate set forth in clause (a) above would result in an aggregate Liquidation Fee less than $25,000, then the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation Fee equal to $25,000; in each case as calculated prior to the application of any Offsetting Modification Fees as contemplated in Section 3.11(c).
 
“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 related Subordinate Companion Loan Holder (if applicable), 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)(iii) 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 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.
 
“Litigation Control”:  As defined in Section 3.32(a) of this 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.
 
 
49
 
 
“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 Certificate Owner or group of Holders or Certificate Owners 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.  Once a Majority Subordinate Certificateholder has provided the information in clauses (i)-(iii) above, each of the parties to this Agreement shall be entitled to conclusively rely on such information unless the Majority Subordinate Certificateholder or a successor Majority Subordinate Certificateholder shall have (x) notified each other party to this Agreement, in writing, of a change of the Majority Subordinate Certificateholder and (y) provided the information in clauses (i)-(iii) to each of the parties to this Agreement and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, upon which each party may conclusively rely.
 
“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 (including any amount in any Serviced A/B Loan Combination Custodial Account allocable to the related Serviced Mortgage Loan in the related Serviced A/B Loan Combination) as of 11:00 a.m., New
 
 
50
 
 
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 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 (xxii) of Section 3.05(a)(I), and (vi) any amounts deposited in the Collection Account in error; provided that the Master Servicer Remittance Amount 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, any Serviced 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 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 (i) includes, in each such case (other than in the case of a Pari Passu Mortgage Loan), the rate at which applicable primary and sub-servicing fees and Excess Servicing Fees accrue, or (ii) includes, in the case of a Pari Passu Mortgage Loan, the rate at which sub-servicing fees and Excess Servicing Fees accrue.  With respect to the Flatiron Hotel Subordinate Companion Loan, a rate equal to 0.01% (1 basis point) per annum.
 
“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 circumstances specified with respect to such Specially Designated Mortgage Loan Document in the third 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
 
 
51
 
 
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.
 
“Material Litigation Control Matter”:  As defined in Section 3.32(a) of this 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 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 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.
 
“Monthly Payment”:  With respect to any Mortgage Loan or Serviced Companion Loan, as of any Due Date, the scheduled monthly debt service payment (or, in the case of an ARD
 
 
52
 
 
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 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 Companion Loan on such Due Date; provided that (A) the Monthly Payment due in respect of any Mortgage Loan or Serviced 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.
 
“Morningstar”:  Morningstar Credit Ratings, LLC or its successor in interest.  If neither such rating agency nor any successor remains in existence, “Morningstar” shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Morningstar, be deemed to refer to such applicable rating category of Morningstar, without regard to any plus or minus or other comparable rating qualification.
 
“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 NRSRO 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 commercial mortgage-backed securities 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.
 
“Morgan Stanley”:  Morgan Stanley & Co. LLC, or its successor-in-interest.
 
“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 Companion Loan, the following documents collectively with respect to such Mortgage Loan or Serviced Companion Loan (which documents, in the case of each Mortgage Loan with a Serviced Companion Loan, except for the Mortgage Notes referred to in clause (i) below, relate to the entire Serviced Loan Combination):
 
 
53
 
 
(i)            (A) the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to the order of Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, 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, a lost note affidavit and indemnity with a copy of such Mortgage Note; and (B) in the case of any Serviced Companion Loan, a copy of the executed mortgage note for such Serviced 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 “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of
 
 
54
 
 
“Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, and in its capacity as lead lender on behalf of any Serviced 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);
 
(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 “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, and as lead lender on behalf of any Serviced 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 “Wilmington Trust, National Association, 
 
 
55
 
 
as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28”; or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, and as lead lender on behalf of any Serviced 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;
 
(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;
 
 
56
 
 
(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); (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 or a copy of the Intercreditor Agreement relating to such Mortgage Loan and a photocopy of the executed promissory note evidencing each related Serviced Companion Loan; and (C) with respect to each Non-Trust-Serviced Pooled Mortgage Loan, (1) any documents required by clauses (ii)-(xx) of this definition to be included in the Mortgage File need only be copies, (2) any reference in such clauses to the Master Servicer, the
 
 
57
 
 
Trustee or the Trust (including, without limitation, as the assignee or transferee of any assignment, UCC financing statement or other transfer document or the beneficiary of any document or instrument) shall mean the related Non-Trust Master Servicer, the related Non-Trust Trustee or the trust established under the related Non-Trust Pooling and Servicing Agreement, and (3) no document or instrument referred to in such clauses need reflect any evidence of filing or recordation in the name of such related Non-Trust Trustee or such trust established under the related Non-Trust Pooling and Servicing Agreement.
 
“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 any Companion Loan.
 
“Mortgage Loan Documents”:  With respect to any Mortgage Loan or Serviced 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 Rialto, as seller, and the Depositor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between C-III, as seller, and the Depositor, as purchaser; and (iv) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between Basis, as seller, Basis Investment, 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;
 
(iii)           the street address (including city, state and zip code) of the related Mortgaged Property;
 
(iv)            (A) the original principal balance and (B) the Cut-off Date Principal Balance;
 
(v)             the “Monthly P&I Payment”, as described in Annex A-1 to the Prospectus Supplement;
 
(vi)           the Mortgage Rate as of the Closing Date and the Interest Accrual Basis;
 
 
58
 
 
(vii)         (a) the Stated Maturity Date or, in the case of an ARD Mortgage Loan, the Anticipated Repayment Date, and (b) the original and remaining term to the Stated Maturity Date or Anticipated Repayment Date, as applicable;
 
(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; and
 
(xviii)       the Master Servicing Fee Rate.
 
“Mortgage Loan Sellers”:  Collectively, WFB, Rialto, C-III and Basis.
 
“Mortgage Note”:  The original executed promissory note(s) 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 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
 
 
59
 
 
Date, Post-ARD Additional Interest) is scheduled (in the absence of a default) to accrue on such Mortgage Loan or Serviced 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 Companion Loan, together with any third parties through which such holder takes actions with respect to such Mortgage Loan or Serviced 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 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
 
 
60
 
 
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 any Serviced Loan Combination, the allocable share of such Liquidation Expenses reimbursable to the parties hereto by any related Serviced Companion Loan Holders pursuant to the related Intercreditor Agreement) incurred with respect thereto and all related Servicing Advances (other than, with respect to any Serviced Loan Combination, the allocable share of such Servicing Advances reimbursable to the parties hereto by any related Serviced Companion Loan Holders 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 Rate minus (b) the related Administrative Fee Rate minus (c) in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD Additional Interest Rate, (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 Serviced Pari Passu Companion Loan Administrative Fee Rate minus (c) in the case of a Serviced Pari Passu Companion Loan related to an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD Additional Interest Rate, and (iii) any Serviced Subordinate 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 Master Servicing Fee Rate minus (c) in the case of a Serviced Subordinate Companion Loan related to an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD Additional Interest 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.
 
 
61
 
“Non-Registered Certificate”:  Any Certificate that has not been subject to registration under the Securities Act.  As of the Closing Date, the Class X-E, Class X-F, Class X-G, 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(s) 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.  The Commerce Point I & II Loan Combination shall be a Non-Serviced Loan Combination.
 
“Non-Serviced Pari Passu Companion Loan”:  With respect to each Non-Serviced Loan Combination, if any, 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.  The Commerce Point I & II 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, if any, the certificate administrator under the related Non-Trust Pooling and Servicing Agreement.  The certificate administrator (if any) under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Certificate Administrator.
 
“Non-Trust Custodian”:  With respect to each Non-Trust-Serviced-Pooled Mortgage Loan, if any, the custodian under the related Non-Trust Pooling and Servicing Agreement.  The custodian (if any) under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Custodian.
 
“Non-Trust Depositor”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the depositor under the related Non-Trust Pooling and Servicing Agreement.  The depositor under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Depositor.
 
“Non-Trust Master Servicer”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the master servicer under the related Non-Trust Pooling and Servicing Agreement.  The applicable master servicer under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Master Servicer.
 
“Non-Trust Paying Agent”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the paying agent under the related Non-Trust Pooling and Servicing Agreement.  The paying agent (if any) under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Paying Agent.
 
“Non-Trust Pooling and Servicing Agreement”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the separate agreement pursuant to which such Non-
 
 
62
 
 
Trust-Serviced Pooled Mortgage Loan and the related Non-Serviced Pari Passu Companion Loans are (or, if applicable, any related REO Property is) to be principally serviced and administered.  The CGCMT 2015-GC29 Pooling and Servicing Agreement pursuant to which the Commerce Point I & II 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, if any, 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, which such fee shall accrue at the applicable Pari Passu Primary Servicing Fee Rate.
 
“Non-Trust Special Servicer”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the special servicer under the related Non-Trust Pooling and Servicing Agreement.  The applicable special servicer under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Special Servicer.
 
“Non-Trust Subordinate Class Representative”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the “Subordinate Class Representative” (or other similar term) as defined under the related Non-Trust Pooling and Servicing Agreement.  The “Subordinate Class Representative” (or other similar term) under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Subordinate Class Representative.
 
“Non-Trust Tax Administrator”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the tax administrator under the related Non-Trust Pooling and Servicing Agreement.  The tax administrator (if any) under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Tax Administrator.
 
“Non-Trust Trust Advisor”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trust advisor under the related Non-Trust Pooling and Servicing Agreement.  The trust advisor or operating advisor, as applicable, under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Trust Advisor.
 
“Non-Trust Trustee”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trustee under the related Non-Trust Pooling and Servicing Agreement.  The trustee under the Non-Trust Pooling and Servicing Agreement relating to the Commerce Point I & II Mortgage Loan shall be a Non-Trust Trustee.
 
“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.  The Commerce Point I & II Mortgage Loan shall be a Non-Trust-Serviced Pooled Mortgage Loan.
 
“Non-United States Tax Person”:  Any Person other than a United States Tax Person.
 
 
63
 
 
“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), subject to the Servicing Standard, or, with respect to the Trustee, 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, subject to the Servicing Standard, or, with respect to the Trustee, 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 Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.
 
 
64
 
 
“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 (or submitted electronically by means of a click-through confirmation on the Rule 17g-5 Information Provider’s Website) 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 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 or Serviced Loan Combination 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
 
 
65
 
 
otherwise described in this 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.
 
“Offshore Transaction”:  Any “offshore transaction” as defined in Rule 902(h) of Regulation S.
 
“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 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 Mortgage Loan with respect thereto.
 
“Other Special Servicer”:  The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
“Other Trustee”:  The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
 
66
 
 
“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.
 
“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 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.  The Pari Passu Mortgage Loans are the Eastgate One Phases I-VII & XII Mortgage Loan, the Eastgate Two Phases VIII-X Mortgage Loan, the Brickyard Square Mortgage Loan and the Commerce Point I & II Mortgage Loan.
 
“Pari Passu Primary Servicing Fee Rate”:  With respect to (A) the Eastgate One Phases I-VII & XII Mortgage Loan or the Eastgate One Phases I-VII & XII Pari Passu Companion Loan, a rate equal to 0.01% (1 basis point) per annum, (B) the Eastgate Two Phases VIII-X Mortgage Loan or the Eastgate Two Phases VIII-X Pari Passu Companion Loan, a rate equal to 0.01% (1 basis point) per annum, (C) the Brickyard Square Mortgage Loan or the Brickyard Square Pari Passu Companion Loan, a rate equal to 0.01% (1 basis point) per annum, and (D) the Commerce Point I & II Mortgage Loan, a rate equal to 0.0025% (0.25 basis points) per annum.
 
“Pass-Through Rate”:  The per annum rate at which interest accrues in respect of any of the Classes of Regular Certificates, the Class A-S, Class B and Class C Certificates, the Class PEX Components and the Class A-S, Class B and Class C Regular Interests 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-4, Class A-SB, Class E, Class F and Class G Certificates, the fixed rate per annum set forth opposite such Class in the following table:
 
Class
  
Pass-Through Rate
Class A-1
  
1.5310% per annum
Class A-2
  
2.8550% per annum
Class A-3
  
3.2900% per annum
Class A-4
  
3.5400% per annum
Class A-SB
  
3.3060% per annum
Class E
  
3.0000% per annum
Class F
  
3.0000% per annum
Class G
  
3.0000% per annum
 
 
67
 
 
(b)           with respect to each of the Class A-S Certificates, the Class A-S-PEX Component and the Class A-S Regular Interest, an annual rate equal to the lesser of (i) 3.8720% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest A-S for the subject Interest Accrual Period (the Class A-S Regular Interest will be uncertificated and will be transferred to the Trust Fund on the Closing Date, and the Trust will issue the Class A-S Certificates and the Class A-S-PEX Component in exchange therefor);
 
(c)           with respect to each of the Class B Certificates, the Class B-PEX Component and the Class B Regular Interest, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest B for the subject Interest Accrual Period;
 
(d)           with respect to each of the Class C Certificates, the Class C-PEX Component and the Class C Regular Interest, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for the subject Interest Accrual Period;
 
(e)           with respect to the Class D Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest D for the subject Interest Accrual Period;
 
(f)            with respect to the Class X-A Certificates, the weighted average of the Class X-A Strip Rates for such Interest Accrual Period;
 
(g)           with respect to the Class X-E Certificates, the Class X-E Strip Rate for such Interest Accrual Period;
 
(h)           with respect to the Class X-F Certificates, the Class X-F Strip Rate for such Interest Accrual Period; and
 
(i)            with respect to the Class X-G Certificates, the Class X-G Strip Rate for such Interest Accrual Period.
 
“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 or Class V Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as specified on the face of such Certificate.
 
 
68
 
 
“Performance Certification”:  As defined in Section 11.09.
 
“Performing Mortgage Loan”:  Any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.
 
“Performing Party”:  As defined in Section 11.15.
 
“Performing Serviced Companion Loan”:  Any Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.
 
“Performing Serviced Loan Combination”:  Any Serviced Loan Combination with respect to which the related Mortgage Loan is a Performing Serviced Mortgage Loan and each related Serviced Companion Loan is a Performing Serviced Companion Loan.
 
“Performing Serviced Mortgage Loan”:  Any Serviced Mortgage 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)(1) in the case of such investments with maturities of 30 days or less, (x) the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by KBRA (if then rated by KBRA) and (y) the short-term obligations of which counterparty are rated in the highest short-term rating category by Moody’s or the long-term obligations of which counterparty are rated at least “A2” by Moody’s, (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which counterparty are rated at least “A1” by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which counterparty are rated at least “Aa3” by
 
 
69
 
 
Moody’s, and (4) in the case of such investments with maturities of more than six months, the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which counterparty are rated “Aaa” by Moody’s, and (B) the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)) and, if it has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)) (or, in the case of any such Rating Agency as set forth in subclauses (A) – (B) 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)(1) in the case of such investments with maturities of 30 days or less, (x) the short-term obligations of which bank or trust company are rated in the highest short-term rating category by KBRA (if then rated by KBRA) and (y) the short-term obligations of which bank or trust company are rated in the highest short-term rating category by Moody’s or the long-term obligations of which bank or trust company are rated at least “A2” by Moody’s, (2) in the case of such investments with maturities of three months or less, but more than 30 days, (x) the short-term obligations of which bank or trust company are rated in the highest short-term rating category by KBRA and (y) the short-term obligations of which bank or trust company are rated in the highest short-term rating category by Moody’s or the long-term obligations of which bank or trust company are rated at least “A2” by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which bank or trust company are rated at least “Aa3” by Moody’s, and (4) in the case of such investments with maturities of more than six months, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which bank or trust company are rated “Aaa” by Moody’s, and (B) the short-term obligations of which bank or trust company are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)) (or, in the case of any such Rating Agency as set forth in subclauses (A) – (B) 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
 
 
70
 
 
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)(1) in the case of such investments with maturities of 30 days or less, (x) the short-term obligations of which corporation are rated in the highest short-term rating category by KBRA (if then rated by KBRA) and (y) the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s or the long-term obligations of which corporation are rated at least “A2” by Moody’s, (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which corporation are rated at least “A1” by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (4) in the case of such investments with maturities of more than six months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency (other than DBRS) and the long-term obligations of which corporation are rated “Aaa” by Moody’s (provided, however, that in the case of investments of funds in a Servicing Account pursuant to subclauses (1) – (4), with respect to the required Moody’s rating, the subject corporation need only have a short-term rating of at least “P-1” from Moody’s), and (B) the short-term obligations of which corporation are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include KBRA and/or Moody’s)) (or, in the case of any such Rating Agency as set forth in subclauses (A) – (B) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(v)           (1) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage Heritage Money Market Fund) so long as any such fund is rated in the highest category by each of DBRS, KBRA (if then rated by KBRA) and Moody’s (or, if not rated by either such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation) and (2) units of any money market fund that (A) has substantially all of its assets invested continuously in the types of investments referred to in clause (i) above, (B) has net assets of not less than $5,000,000,000 and (C) has the highest rating obtainable from S&P, Moody’s and Fitch;
 
(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 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
 
 
71
 
 
(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, title insurance and/or other 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 Serviced 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 so designated by the Tax Administrator who is unable to provide an Opinion of Counsel at the expense of such Person or the Person seeking to Transfer a Class R Certificate, that the Transfer of a Class R Certificate will not cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.
 
“Person”:  Any individual, corporation, partnership (including a series of a limited liability limited partnership), joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
 
72
 
 
“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, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including insurance company general accounts, that are subject to Title I of 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 interest accrued at a rate equal to the sum of (A) the applicable Pari Passu Primary Servicing Fee Rate and (B) the rate per annum at which the fee, if any, payable to the applicable Non-Trust Trust Advisor accrues) 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
 
 
73
 
 
Maintenance Charge that may have been collected), not Received by the Trust, that would have 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, if any, net of interest accrued at a rate equal to the sum of (A) the applicable Pari Passu Primary Servicing Fee Rate and (B) the rate per annum at which the fee, if any, payable to the applicable Non-Trust Trust Advisor accrues, and (ii) an ARD Mortgage Loan after its Anticipated Repayment Date, net of 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”:  May 13, 2015.
 
“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 May 1, 2015, between Wells Fargo Bank, National Association, as master servicer, and Prudential Asset Resources, Inc., as primary servicer, relating to certain Mortgage Loans for which Wells Fargo Bank 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-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class PEX Certificates.
 
“Principal Distribution Amount”:  With respect to any Distribution Date (other than the Final Distribution Date) and the Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, an amount (which shall in no event be less than zero) equal to the excess, if any, of:
 
 
74
 
 
(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):
 
(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 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
 
 
75
 
 
(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;
 
(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 Section 3.05(a)(II)(iii);
 
(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 (I)(A)(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 Section 3.05(a)(II)(iv).
 
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-4, Class A-SB, Class D or Class E Certificates and the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest) for each Distribution Date
 
 
76
 
 
will be reduced to the extent of any Trust Advisor Expenses (other than Designated Trust Advisor Expenses) that exceed the amount of interest otherwise payable on the Class B Regular Interest, the Class C Regular Interest and the Class D and Class E Certificates on that 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 May 15, 2015, relating to certain classes of the Non-Registered Certificates delivered by the Depositor to WFS, DBSI and Morgan Stanley 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 a related Borrower under a Specially Serviced Mortgage Loan or any 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) the Non-Trust Master Servicer, (xi) any Person who certifies to the Certificate Administrator substantially in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B hereto, as applicable (which form shall also be located on, and may be submitted electronically via, the Certificate Administrator’s 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, (xii) any Serviced Companion Loan Holder that delivers a certification to the Certificate Administrator in the form of Exhibit H hereto, (xiii) after an Other Securitization, the Other Master Servicer and (xiv) 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); provided, however, that Borrower Parties (including the Subordinate Class Representative, if it is a Borrower Party) and their Affiliates will not be entitled to receive certain information to which Privileged Persons are generally entitled to the extent provided in this Agreement.  For purposes of obtaining information or access to the
 
 
77
 
 
Certificate Administrator’s Website, to the extent that the Subordinate Class Representative or any Holder of a Certificate in the Subordinate Class is a Borrower Party in respect of any Excluded Loan, such Person shall be prohibited from obtaining any Excluded Information in respect of such Excluded Loan. The Certificate Administrator may require that investor certifications in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B 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 in the form of Exhibit K-4 hereto (or such other form as mutually agreed to by the Certificate Administrator and the Special Servicer) stating 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 May 15, 2015, 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
 
 
78
 
 
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 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) any Serviced Loan Combination, if a securitization trust holds a 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 related Serviced Companion Loan(s).
 
“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.
 
“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 (other than any change in the entity type or the state or jurisdiction of formation), (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
 
 
79
 
 
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 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; (B) such Person 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)(xii), unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable discretion; and (C) such Person satisfies any minimum criteria set forth in any Intercreditor Agreement relating to a Serviced Loan Combination to be serviced and administered (if necessary) by such Person.
 
“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
 
 
80
 
 
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 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; provided that in each case, the affected Mortgage Loan is not an Excluded Loan), 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 May 2048.
 
“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.
 
 
81
 
 
“Rating Agency Inquiries”:  As defined in Section 8.12(g).
 
“Rating Agency Q&A Forum and Servicer Document Request Tool”:  As defined in Section 8.12(g).
 
“Realized Loss”:  With respect to:
 
(1)           each Mortgage Loan or Serviced Loan Combination, as applicable, 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 or Serviced Loan Combination, as applicable, 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 Serviced Loan Combination, as applicable, 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 Serviced Loan Combination, as applicable, 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 Serviced Loan Combination, as applicable, or successor REO Mortgage Loan, to the extent not previously reflected as Realized Loss with respect to such Mortgage Loan or Serviced Loan Combination, as applicable, 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 Serviced Loan Combination, as applicable, 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 or Serviced Loan Combination, as applicable, 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 or Serviced Loan Combination, as applicable, 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
 
 
82
 
 
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 or Serviced Loan Combination, as applicable, 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-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, any Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, 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 Losses with respect to any Serviced A/B Loan Combination shall be allocated first to the related Serviced Subordinate Companion Loan and then to the related Serviced Mortgage Loan, in each case in accordance with the related Intercreditor 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, Serviced Loan Combination 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 Companion Loan Holder(s).
 
 
83
 
 
“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-4, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class PEX and Class D Certificates constitute Registered Certificates.
 
“Regular Certificate”:  Any of the Interest Only Certificates and the Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates).  The Regular Certificates have the terms provided for in Section 2.15.
 
“Regulation AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.
 
“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 to institutions that are non-United States Securities Persons in Offshore Transactions 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 to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a legend generally to the effect that such Certificates may not be offered, sold, pledged or otherwise transferred in a non-Offshore Transaction 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.
 
 
84
 
 
“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 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).
 
“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).
 
 
85
 
 
“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 Regular Interest”:  The Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable.
 
“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.
 
“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 titled “Midland Loan Services, a Division of PNC Bank, National Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, 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 Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 and the owners of any Serviced 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).
 
 
86
 
 
“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 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 related Serviced Companion Loan(s)).  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 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 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 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.
 
 
87
 
 
“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 Requirements”:  As defined in Section 11.15.
 
“Reporting Servicer”:  As defined in Section 11.13.
 
“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”:  As used in Section 3.07 of this Agreement,
 
(i)            in the case of coverage provided for a Mortgaged Property related to any Mortgage Loan or Serviced Loan Combination, a claims-paying ability rating  of at least (1) ”A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating by (A) at least two NRSROs (which may include KBRA and/or Moody’s) or (B) one NRSRO (which may include KBRA or Moody’s) and A.M. Best Company), (2) ”A3” by Moody’s (or, if not rated by Moody’s, at least “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include DBRS and/or KBRA) or (B) one NRSRO (which may include DBRS or KBRA) and A.M. Best Company)) and (3) an equivalent rating by KBRA (if then rated by KBRA), and
 
(ii)           in the case of fidelity bond coverage or errors and omissions insurance required to be maintained pursuant to Section 3.07(e) of this Agreement, a claims-paying ability rating at least equal to both (x) any one of the following:  (a) ”A-” by S&P, (b)
 
 
88
 
 
“A3” by Moody’s, (c) “A-” by Fitch or (d) ”A:X” by A.M. Best Company and (y) any one of the following: (a) ”A-” by S&P, (b) “A3” by Moody’s, (c) “A-” by Fitch, (d) “A (low)” by DBRS or (e) ”A:X” by A.M. Best Company; provided, however, that any claims-paying ability rating that satisfies the requirement in the preceding clause (x) will also satisfy the requirement in clause (y); and 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 in this clause (ii) if a Rating Agency Confirmation is obtained from the Rating Agency whose rating requirement has not been satisfied.
 
“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, or for ongoing or threatened litigation; (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 or the Trustee as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust officers furnished to the Master Servicer and the Special Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended.
 
“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 Rialto, Rialto; (iii) with respect to each Mortgage Loan transferred to the Depositor by C-III, C-III; and (iv) with respect to each Mortgage Loan transferred to the Depositor by Basis, Basis Investment.
 
“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
 
 
89
 
 
“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.
 
“Rialto”:  Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor-in-interest.
 
“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”:  The internet website of the Rule 17g-5 Information Provider, initially located within the Certificate Administrator’s website (www.ctslink.com), under the “NRSRO” tab for the related transaction access to which is limited to the Depositor and to NRSROs who have provided an NRSRO Certification to the Rule 17g-5 Information Provider.
 
“Rule 144A”:  Rule 144A under the Securities Act.
 
“Rule 144A Global Certificate”:  With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in 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 NRSRO 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 commercial mortgage-backed securities 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.
 
 
90
 
 
“Securities Act”:  The Securities Act of 1933, as it may be amended from time to time.
 
“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 Companion Loan.
 
“Senior Consultation Period”:  A period when either (i) the Class Principal Balance of the Class F 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 F Certificates or (ii) the then Majority Subordinate Certificateholder that holds a majority of the Class F 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 Non-Serviced Loan Combination (other than the Commerce Point I & II Loan Combination).
 
“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 uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.
 
“Serviced Companion Loan”:  A Serviced Pari Passu Companion Loan or a Serviced Subordinate Companion Loan.
 
“Serviced Companion Loan Holder”:  The holder of the promissory note(s) evidencing any Serviced Companion Loan.
 
“Serviced Companion Loan Holder Register”:  As defined in Section 3.26(b).
 
“Serviced 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 a Serviced Pari Passu Companion Loan.  Any reference herein to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of the related Serviced Pari Passu Companion Loan.
 
“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 mortgage notes not included in the Trust (which mortgage note(s) may be pari passu and/or subordinate in right of payment to the mortgage note included in the Trust).  References herein to a Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes.  Each of the Eastgate One Phases I-VII & XII Loan Combination, the
 
 
91
 
 
Eastgate Two Phases VIII-X Loan Combination, the Brickyard Square Loan Combination and the Flatiron Hotel Loan Combination shall be a Serviced Loan Combination.
 
“Serviced Loan Combination Remittance Amount”:  For each remittance date that the Master Servicer is required to make a distribution to a Serviced Companion Loan Holder pursuant to Section 3.04(k) and with respect to any 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 related Serviced 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 other than a Non-Trust-Serviced Pooled Mortgage Loan, if any.
 
“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.  Each of the Eastgate One Phases I-VII & XII Pari Passu Companion Loan, the Eastgate Two Phases VIII-X Pari Passu Companion Loan and the Brickyard Square Pari Passu Companion Loan shall be a Serviced Pari Passu Companion Loan.
 
“Serviced Pari Passu Companion Loan Administrative Fee Rate”:  With respect to any Serviced Pari Passu Companion Loan, the “Administrative Fee Rate” for such loan as set forth in the related Other Pooling and Servicing Agreement.
 
“Serviced Pari Passu Companion Loan Custodial Account”:  With respect to the Serviced Pari Passu Companion Loans, 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 Serviced Pari Passu Companion Loan Holders, which shall be entitled “Wells Fargo Bank, National Association [or name of successor Master Servicer], as Master Servicer for the Certificateholders and the Serviced Pari Passu Companion Loan Holders relating to, and for the benefit of Wilmington Trust, National Association [or name of successor Trustee], as Trustee, for the benefit of the Holders of, Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Serviced Pari Passu Companion Loan Custodial Account.”  Amounts in the Serviced Pari Passu Companion Loan Custodial Account allocable to the Serviced Pari Passu Companion Loans shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the 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).
 
 
92
 
 
“Serviced Pari Passu Companion Loan Early Remittance Date”:  As defined in Section 3.04(k).
 
“Serviced Pari Passu Companion Loan Holder”:  Any holder of a Serviced Pari Passu Companion Loan.
 
“Serviced Subordinate 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 subordinate in right of payment to a Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement.  The Flatiron Hotel Subordinate Companion Loan shall be a Serviced Subordinate Companion Loan.
 
“Serviced Subordinate Companion Loan Holder”:  Any holder of a Serviced Subordinate Companion Loan.
 
“Serviced A/B Loan Combination”:  The Flatiron Hotel Loan Combination.
 
“Serviced A/B Loan Combination Custodial Account”:  With respect to each Serviced A/B Loan Combination, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.04(i) on behalf of the Certificateholders and the related Serviced Subordinate Companion Loan Holder, which shall be entitled “Wells Fargo Bank, National Association [or name of successor Master Servicer], as Master Servicer for the Certificateholders and the related Serviced Subordinate Companion Loan Holder relating to, and for the benefit of Wilmington Trust, National Association [or name of successor Trustee], as Trustee, for the benefit of the Holders of, Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Serviced A/B Loan Combination Custodial Account.”  Amounts in each Serviced A/B Loan Combination Custodial Account applicable to the related Serviced Subordinate 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 Subordinate Companion Loan Holder.  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).
 
“Servicer Notice”:  As defined in Section 11.17.
 
“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 or administration of a Serviced Mortgage Loan or Serviced Loan Combination and any related Mortgaged Property 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:
 
 
93
 
 
(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 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 or Serviced Loan Combination, 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).
 
 
94
 
 
“Servicing Function Participant”:  Any Person, other than the Master Servicer, the Special Servicer and the Trust Advisor, 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 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 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 as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan) 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 by prudent institutional commercial mortgage loan servicers under comparable circumstances;
 
 
95
 
 
(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 (or Serviced Loan Combination, as applicable) and the full collection of all Prepayment Premiums and Yield Maintenance Charges that may become payable under the Serviced Mortgage Loans (or Serviced Loan Combination, as applicable), 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 (or Serviced Loan Combination, as applicable) as to which the related Mortgaged Property has become an Administered REO Property, the maximization of recovery on such Mortgage Loan to the Certificateholders (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Companion Loan Holder(s), (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), 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 Companion Loan Holder(s) (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), 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 and/or Serviced Companion 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 a Serviced 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 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 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,
 
 
96
 
 
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;
 
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.  For the avoidance of doubt, no Mortgaged Property or obligor (as defined in Item 1101(i) of Regulation AB) is a Significant Obligor in respect of the Trust as of the Closing Date.
 
“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.
 
 
97
 
 
“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).
 
“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), (a) 0.25% per annum or (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 with respect to any Mortgage Loan in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan or REO Mortgage Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Mortgage Loan or REO Mortgage Loan.
 
“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 “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, and as lead lender on behalf of any Serviced 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);
 
 
98
 
 
(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);
 
(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 (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);
 
provided, however, that in the case of a Non-Trust-Serviced Pooled Mortgage Loan, (1) the “Specially Designated Mortgage Loan Document” contemplated by clause (ii) above need only consist of the related Mortgage in recordable form provided to the related Non-Trust Trustee or Non-Trust Custodian pursuant to the related Non-Trust Pooling and Servicing Agreement, but need not reflect evidence of recordation in the name of the related Non-Trust Trustee or the related trust established under such related Non-Trust Pooling and Servicing Agreement, and (2) the “Specially Designated Mortgage Loan Document” contemplated by clause (iii) above need only be a copy of the assignment in the name of the applicable Non-Trust Trustee.
 
 
99
 
 
“Specially Serviced Mortgage Loan”:  Any Serviced Mortgage Loan (including any related REO Mortgage Loan) or any Serviced Loan Combination (including any related REO Mortgage Loan) 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 or the Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer, as applicable (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or the Master Servicer, as applicable) 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
 
(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) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and, to the extent a Subordinate Control Period is then in effect, with the consent or deemed consent of the Majority Subordinate Certificateholder, and, to the extent a Collective Consultation Period is then in effect, in consultation with the Majority Subordinate Certificateholder), 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) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and, to the extent a Subordinate Control Period is then in effect, with the consent or deemed consent of the Majority Subordinate Certificateholder, and, to the extent a Collective Consultation Period is then in effect, in consultation with the Majority Subordinate Certificateholder), 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 and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form
 
 
100
 
 
and substance to the Master Servicer or the Special Servicer (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or Master Servicer, as applicable) 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) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and, to the extent a Subordinate Control Period is then in effect, with the consent or deemed consent of the Majority Subordinate Certificateholder, and, to the extent a Collective Consultation Period is then in effect, in consultation with the Majority Subordinate Certificateholder), 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 3.20 hereof) under the related Mortgage Loan Documents, other than as described in clause (a) or (b) above, that may, in the good faith and reasonable judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer and to the extent a Subordinate Control Period is then in effect, with the consent or deemed consent of the Majority Subordinate Certificateholder, and, to the extent a Collective Consultation Period is then in effect, in consultation with the Majority Subordinate Certificateholder), 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 Loan Combination, the interests of the related Serviced Companion Loan Holder(s)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Loan Combination (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 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
 
 
101
 
 
(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 corresponding Mortgaged Property; or
 
(i)            the Master Servicer or the Special Servicer (and in the case of the Special Servicer, during a Subordinate Control Period, with the consent of the Subordinate Class Representative (other than with respect to an Excluded Loan) determines that (i) 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 Mortgage Loan Documents (other than as described in clause (c) above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the holder of the related Serviced Companion Loan) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan Documents, or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;
 
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 Serviced Mortgage Loan or Serviced Loan Combination 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 Serviced 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, extension, 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), (g) and (i) 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, the default is cured in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer; and
 
 
102
 
 
(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 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 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 (or any component thereof) (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 any component thereof) (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 any component thereof) (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 any component thereof) or the related REO Mortgage Loan, then the “Stated Principal Balance” of such Mortgage Loan or Serviced Loan Combination (or any component thereof) 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 any Serviced Companion Loan Holders are deemed made on the Distribution Date in each calendar month.
 
 
103
 
 
“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 Certificateholder”:  A Holder or Certificate Owner of any Certificate of the Subordinate Class.
 
“Subordinate Class Representative”:  As defined in Section 3.23(a).
 
“Subordinate Companion Loan”:  A Serviced Subordinate Companion Loan.
 
“Subordinate Companion Loan Holder”:  A Serviced Subordinate Companion Loan Holder.
 
“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 F Certificates, net of any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class F Certificates.
 
No Subordinate Control Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Non-Serviced Loan Combination (other than the Commerce Point I & II Loan Combination).
 
“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.
 
 
104
 
 
“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).
 
“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.
 
 
105
 
 
“Trust Advisor Annual Report”:  As defined in Section 3.28(a)(ii).
 
“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 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)(I)(xix) of this Agreement.
 
“Trust Advisor Ongoing Fee”:  With respect to each Serviced Mortgage Loan and any related successor REO Mortgage Loan, the fee designated and payable as such to the Trust Advisor pursuant to Section 3.28(k).  For the avoidance of doubt, no Trust Advisor Ongoing Fee shall accrue on the principal balance of, or be payable with respect to the Commerce Point I & II Mortgage Loan or the related Non-Serviced Pari Passu Companion Loans.
 
“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 Companion Loan is an asset of the Trust Fund.
 
“Trustee”:  Wilmington Trust, National Association, in its capacity as trustee hereunder, or any successor trustee appointed as herein provided.
 
“Trustee Fee”:  An amount payable to the Trustee as a portion of the Certificate Administrator Fee, equal to a fee of $210 per month, pursuant to Section 8.05(a).
 
“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.
 
 
106
 
 
“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”:  WFS, DBSI and Morgan Stanley.
 
“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 one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to Section 3.05(a)(II)(iii) 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:  98.0% 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) and 2.0% to be allocated among the Holders of the Interest Only Certificates on a pro rata basis based on their respective outstanding Class Notional Amounts at the time of determination).  For purposes of this definition, the Class PEX Components shall be treated as if they were Principal Balance Certificates, and the Class A-S Certificates and the Class A-S-PEX Component shall be considered as if they together constitute a single “Class”, the Class B Certificates and the Class B-PEX Component shall be considered as if they together constitute a single “Class”, the Class C Certificates and the Class C-PEX Component shall be considered as if they together constitute as single “Class,” and the Holders of the Class PEX Certificates shall have the Voting Rights so allocated to the Class PEX Components and no other 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.
 
 
107
 
 
“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.
 
“WFB”:  Wells Fargo Bank, National Association, or its successor-in-interest.
 
“WFS”:  Wells Fargo Securities, LLC, 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.
 
“WHMT”:  A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.
 
“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.
 
“Workout-Delayed Reimbursement Amount”:  As defined in Section 3.05(a)(II)(i).
 
“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.
 
 
108
 
 
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
 
(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 a Serviced Loan Combination, of amounts payable to any related Serviced 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 (including any modifications, waivers or amendments thereto or supplemental agreements entered into in connection with the servicing and administration of such Mortgage Loan) 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 any Serviced Loan Combination, of amounts payable to any related Serviced 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:
 
 
109
 
 
(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 end of the mortgage loan interest accrual period ending 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 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, as a recovery of any Appraisal-Reduced Interest Amounts that have occurred and are 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;
 
 
110
 
 
(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% (based solely on the value of the real property and excluding personal property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee) 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.
 
(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 and other than, if applicable, in the case of any Serviced Loan Combination, amounts payable to any related Serviced Companion Loan Holder pursuant to the related Intercreditor Agreement as set forth in Section 1.03(g) 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 end of the mortgage loan interest accrual period ending 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
 
 
111
 
 
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, as a recovery of any Appraisal-Reduced Interest Amounts that have occurred and are 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
 
(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.
 
 
112
 
 
(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 any Mortgaged Property or REO Property, or any interest therein, related 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, equal to 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, identical to the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property or REO Property.
 
(g)           Amounts collected on or with respect to any 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 Companion Loan Holders 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 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.
 
 
113
 
 
 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 “Wells Fargo Commercial Mortgage Trust 2015-C28”.  The fiscal year-end of such trust shall be December 31.  Wilmington Trust, 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.
 
(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) and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest) 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), (d) and (f)) 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, 18 and (in the case of the Mortgage Loan Purchase Agreement between Basis and the Depositor) 19) 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 when and if received), 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 (A) in the Serviced Pari Passu Companion Loan Custodial Account
 
 
114
 
 
or (B) to the extent related to any Serviced Subordinate Companion Loan, in the related Serviced A/B Loan Combination 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 Companion Loan Holder(s), the REO Account.
 
The Depositor’s transfer and conveyance of:  (i) any Non-Trust-Serviced Pooled Mortgage Loan is subject to the related Non-Trust Pooling and Servicing Agreement and the related Intercreditor Agreement and (ii) any Mortgage Loan that is part of a Serviced Loan Combination is subject to 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 (and the Trustee as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest).  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 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, the Serviced A/B Loan Combination Custodial Account and, if established, the REO Account, 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
 
 
115
 
 
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 of 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 and originals of Letters of Credit, all of 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 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
 
 
116
 
 
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 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 agrees 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 any Document Defect related solely to the promissory note for any related Non-Serviced Pari Passu Companion Loan.  None of the
 
 
117
 
 
Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, 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, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, 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, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, 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.
 
(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) above); (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
 
 
118
 
 
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 the Trustee as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest) and, insofar as they also relate to any Serviced Companion Loan, on behalf of and for the benefit of any and all related Serviced Companion Loan Holder(s).
 
(g)           With respect to the Mortgage Loans identified as Loan Nos. 17, 32, 35, 36, 39, 40, 42, 45, 47, 48, 51, 56 and 58 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller, the related Mortgage Loan Seller or its agent will be required to, within 60 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisor that each such Mortgage Loan has been transferred to the Trust and, unless only notice to the related franchisor is required, request a replacement comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), and deliver to the Master Servicer a copy of each such notice and request and the existing comfort letters, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).  If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of the Closing Date, the Master Servicer will notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.
 
(h)           [Reserved].
 
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 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest).  To the extent that the Mortgage File
 
 
119
 
 
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 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.  The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon.
 
(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 Custodian 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 (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced 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) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (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; 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
 
 
120
 
 
foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(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 (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced 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 any Serviced 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 Companion Loan Holder is set forth on Schedule IX 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.
 
(d)           None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any
 
 
121
 
 
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, the Custodian or the Trust Advisor 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 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, the Custodian, the Master Servicer, the Special Servicer, the related Responsible Repurchase Party and the Rating Agencies.
 
 
122
 
 
(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 the Master Servicer, if relating to a Performing Serviced Mortgage Loan, or the Special Servicer, if relating to a Specially Serviced Mortgage Loan, shall notify the related Responsible Repurchase Party in writing (in each case, with a copy to 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 provided, further, however, that, in lieu of repurchasing the affected Mortgage Loan as contemplated above (but, in any event, no later than such repurchase
 
 
123
 
 
would have to have been completed), the applicable Responsible Repurchase Party shall be permitted, during the three-month period commencing on the Startup Day for the REMIC Pool that holds the affected Mortgage Loan (or during the two-year period commencing on 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, nonconformity 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 and in the related Mortgage Loan Purchase Agreement.  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.  For the avoidance of doubt, none of the Trustee, the Certificate Administrator or the Custodian shall have any obligation to review or approve any condition or requirement contemplated hereunder in connection with any repurchase, removal, addition, or substitution.
 
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
 
 
124
 
 
Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Document Defect or Material Breach (as the case may be) as to each such Other Crossed 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, the Master Servicer and the Special 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 Document Defect or 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 or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, will be entitled to cause to be delivered, or direct the related Responsible Repurchase Party to cause to be
 
 
125
 
 
delivered, to the Master Servicer or the Special Servicer, as applicable, 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 scope and cost of the Appraisal is approved by the related Responsible Repurchase Party and the Subordinate Class Representative (other than with respect to any Excluded Loan) (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 Mortgage Loans that form a Cross-Collateralized Group 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 or the Special Servicer, as applicable, with a limited power of attorney that enables the Master Servicer or the Special Servicer, as applicable, 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 responsible or liable for any negligence with respect to, or any willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as applicable.  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.  Neither the Master Servicer nor the Special Servicer, as applicable, shall 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 or the Special Servicer, respectively.
 
 
126
 
 
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.
 
(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 or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, 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(c), 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
 
 
127
 
 
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 or the Special Servicer, as applicable, shall notify the Depositor 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, if relating to a Performing Serviced Mortgage Loan, or the Special Servicer, if relating to a Specially Serviced Mortgage Loan, shall 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 (other than with respect to any Excluded Loan), 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.
 
 
128
 
 
(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 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 mail in accordance with Section 12.06.  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 WFCM 2015-C28 Commercial Mortgage Pass-Through Certificates requiring action by you as the “Repurchase Request Recipient” of such Repurchase
 
 
129
 
 
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 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 – WFCM 2015-C28”.
 
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 (other than with respect to any Excluded Loan) 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)(iii) 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
 
 
130
 
 
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.
 
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
 
 
131
 
 
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 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
 
 
132
 
 
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 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.
 
 
133
 
 
(viii)        The Master Servicer has errors and omissions insurance that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(e).
 
(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 national banking association duly organized, validly existing and in good standing under the laws of the United States, 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.
 
 
134
 
 
(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 “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 that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of 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.
 
 
135
 
 
(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.
 
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.
 
 
136
 
 
(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 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.
 
 
137
 
 
(iii)          The Certificate Administrator has the requisite power and authority to enter into and consummate all transactions involving the Certificate Administrator 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.
 
 
138
 
 
(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 and adversely the ability of the Tax Administrator to perform its obligations under this Agreement.
 
 
139
 
 
(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.
 
(ii)           The Trustee’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Trustee’s organizational documents
 
 
140
 
 
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.
 
(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
 
 
141
 
 
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 (A) in the Serviced Pari Passu Companion Loan Custodial Account or (B) to the extent related to any Serviced Subordinate Companion Loan, in the related Serviced A/B Loan Combination 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 any Serviced Companion Loan Holders), the REO Account (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), (d) and (f)) 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, 18 and (in the case of the Mortgage Loan Purchase Agreement between Basis and the Depositor) 19) 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 Loan in
 
 
142
 
 
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 (1) 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 (2) 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 Actual/360 Mortgage Loan, a fraction (expressed as a percentage), the numerator of which is the product of 12 times the Adjusted
 
 
143
 
 
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 REMIC I Regular Interest, on the related Distribution Date pursuant to Section 4.01(j), shall be
 
 
144
 
 
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 date that is 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 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
 
 
145
 
 
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 (1) 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 (2) 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.
 
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.
 
(f)           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 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
 
 
146
 
 
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).
 
(g)           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.
 
(h)           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 Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest, the REMIC III Components and the REMIC III Residual Interest; Certain Matters Involving REMIC III and the Class A-S, Class B, Class C and Class PEX Certificates.  (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, (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F and Class G Certificates in authorized denominations and (ii) the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, and the Depositor does hereby assign without recourse all of its right, title and interest in and to the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest to the Trustee for the benefit of (i) in the case of the Class A-S Regular Interest, the Holders of the Class A-S Certificates and the Class A-S-PEX Component, (ii) in the case of the Class B Regular Interest, the Holders of the Class B Certificates and the Class B-PEX Component, and (iii) in the case of the Class C Regular Interest, the Holders of the Class C Certificates and the Class C-PEX Component.  The Class X-A Certificates shall evidence the ownership of six (6) ”regular interests” corresponding to the REMIC III Components whose designations are described in the first sentence under the
 
 
147
 
 
caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto, the Class X-E Certificates shall evidence the ownership of one (1) ”regular interest” corresponding to the REMIC III Component whose designation is described in the second sentence under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto, the Class X-F Certificates shall evidence the ownership of one (1) ”regular interest” corresponding to the REMIC III Component whose designation is described in the third sentence under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto and the Class X-G Certificates shall evidence the ownership of one (1) ”regular interest” corresponding to the REMIC III Component whose designation is described in the fourth sentence under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto.  The interests evidenced by the Regular Certificates, together with the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest 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), the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest 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 and each of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest shall have a Class Principal Balance.  As of the Closing Date, the Class Principal Balance of each such Class of Principal Balance Certificates or Regular Interests shall equal the amount set forth opposite such Class of Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, 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 or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, 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 or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, shall not otherwise be increased or reduced.  Distributions in reimbursement of the Holders of any such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, 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 Class A-S Regular
 
 
148
 
 
Interest, Class B Regular Interest or Class C Regular Interest or of the related Class Principal Balance of such Class of Principal Balance Certificate or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest.
 
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; (ii) in the case of the Class X-E Certificates, the then Component Notional Amount of the REMIC III Component of the Class X-E Certificates; (iii) in the case of the Class X-F Certificates, the then Component Notional Amount of the REMIC III Component of the Class X-F Certificates; and (iv) in the case of the Class X-G Certificates, the then Component Notional Amount of the REMIC III Component of the Class X-G Certificates.
 
None of the REMIC III Components of the Class X-A Certificates, the REMIC III Component of the Class X-E Certificates, the REMIC III Component of the Class X-F Certificates or the REMIC III Component of the Class X-G Certificates shall have a principal balance.  For purposes of accruing interest, however, each REMIC III Component of the Class X-A Certificates, the REMIC III Component of the Class X-E Certificates, the REMIC III Component of the Class X-F Certificates and the REMIC III Component of the Class X-G 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 the REMIC III Component of the Class X-E 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 the REMIC III Component of the Class X-F 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 the REMIC III Component of the Class X-G 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, each of the Class A-S, Class B and Class C Certificates, each of the Class PEX Components, and each of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, shall have or be deemed to have a Pass-Through Rate as set forth in the definition of “Pass-Through Rate.”  The Class PEX Certificates shall not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEX Components.
 
(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 (other than the Class A-S, Class B, Class C and Interest Only Certificates), REMIC III Component and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest shall be the Rated Final Distribution Date.
 
 
149
 
 
(h)           The REMIC III Residual Interest shall not have a principal balance and shall not bear interest.
 
(i)            The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest to the Trustee for the benefit of the respective Holders of (i) in the case of the Class A-S Regular Interest, the Class A-S Certificates and the Class PEX Certificates in respect of the Class A-S-PEX Component, (ii) in the case of the Class B Regular Interest, the Class B Certificates and the Class PEX Certificates in respect of the Class B-PEX Component, and (iii) in the case of the Class C Regular Interest, the Class C Certificates and the Class PEX Certificates in respect of the Class C-PEX Component.  The Trustee further (i) acknowledges the assignment to it of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, (ii) declares that it holds and will hold the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest in trust for the exclusive use and benefit of all present and future Holders of (A) in the case of the Class A-S Regular Interest, the Class A-S Certificates and the Class A-S-PEX Component, (B) in the case of the Class B Regular Interest, the Class B Certificates and the Class B-PEX Component, and (C) in the case of the Class C Regular Interest, the Class C Certificates and the Class C-PEX Component, and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees of the Class A-S, Class B, Class C and Class PEX Certificates in authorized denominations.
 
Section 2.16     Issuance of the Class R Certificates.  Simultaneously with the issuance of the Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, 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 A-S, Class B, Class C, Class PEX and Class V Certificates.  (a) It is the intention of the parties hereto that:  (i) the segregated pool of assets consisting of the Class A-S Specific Grantor Trust Assets shall constitute a separate portion of the Trust Fund, and the Class A-S Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust Fund; (ii) the segregated pool of assets consisting of the Class B Specific Grantor Trust Assets shall constitute a separate portion of the Trust Fund, and the Class B Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust Fund; (iii) the segregated pool of assets consisting of the Class C Specific Grantor Trust Assets shall constitute a separate portion of the Trust Fund, and the Class C Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust Fund; (iv) the segregated pool of assets consisting of the Class PEX Specific Grantor Trust Assets shall
 
 
150
 
 
constitute a separate portion of the Trust Fund, and the Class PEX Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust Fund; (v) the segregated pool of assets consisting of the Class V Specific Grantor Trust Assets 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; (vi) such portions of the Trust Fund collectively constitute a Grantor Trust for federal income tax purposes; and (vii) 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 A-S, Class B, Class C, Class PEX and Class V Certificates, as applicable.
 
(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 shall authenticate and deliver, to or upon the order of the Depositor, the Class A-S, Class B, Class C, Class PEX and Class V Certificates in authorized denominations evidencing the entire beneficial ownership of the related portions of the Grantor Trust Pool.  The rights of the Holders of the Class A-S, Class B, Class C, Class PEX and Class V Certificates to receive distributions from the related 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 applicable Serviced Mortgage Loans, the applicable Serviced Companion Loans and any applicable 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 Companion Loan Holder(s) (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)) (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 any 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
 
 
151
 
 
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 any Serviced 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, any Serviced 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 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 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 related Performing Serviced Mortgage Loans and related Performing Serviced Companion Loans, (ii) the Special Servicer shall service and administer (x) each Serviced Mortgage Loan and each Serviced 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 related Mortgage Loan that constitutes a Specially Serviced Mortgage Loan and each related successor REO Mortgage Loan in respect thereof, (B) make Servicing Advances required hereunder with respect to any related 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 related Specially Serviced Mortgage Loans and Administered REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any related 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 any Serviced Companion Loan that it is obligated to service and administer pursuant to this Agreement) and the Special Servicer (with respect to any Specially Serviced Mortgage Loans and Administered REO Properties that it is obligated to
 
 
152
 
 
service and administer pursuant to this Agreement), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee (and in the case of any Serviced Loan Combination is, pursuant to the related Intercreditor Agreement, authorized by the related Serviced Companion Loan Holder) to execute and deliver, on behalf of the Certificateholders, the Trustee (and in the case of any Serviced Loan Combination), the related Serviced 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, consents to other matters that pursuant to the applicable Mortgage Loan Documents require the consent of the holder of the Mortgage, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any Borrower with respect to modifications of the standards of operation and management of 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 responsible or liable for any negligence with respect to, or any willful 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; provided, however, that in those jurisdictions in which the foregoing requirement would not be legally or procedurally
 
 
153
 
 
permissible, the Master Servicer or Special Servicer, as applicable, shall provide five (5) Business Days’ prior written notice to the Trustee of the initiation of such action, suit or proceeding (or provide such prior notice as the Master Servicer or Special Servicer, as applicable, shall determine in its reasonable judgment exercised in accordance with the Servicing Standard, to be reasonably practicable prior to filing such action, suit or proceeding) (and shall not be required to obtain the Trustee’s written consent or indicate 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 an Administered REO 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 an 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” (or the analogous term) 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
 
 
154
 
 
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 an 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 an 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 any 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 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 (other than with respect to any Non-Trust-Serviced Pooled Mortgage Loan that is an Excluded Loan); 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, or if the matter is with respect to an Excluded Loan, then the Trustee shall direct the Master Servicer to take such action or
 
 
155
 
 
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 other than with respect to any Non-Trust-Serviced Pooled Mortgage Loan that is an Excluded Loan) 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 (other than with respect to any Non-Trust-Serviced Pooled Mortgage Loan that is an Excluded Loan) the Subordinate Class Representative and, if such notice or communication is 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(c)).  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” (or analogous term) (as defined in the related Non-Trust Pooling and Servicing Agreement) (and advance interest thereon) and any “Additional Trust Fund Expenses” (or analogous term) (as defined in the related Non-
 
 
156
 
 
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” (or analogous terms) (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” (or analogous terms) (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 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 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 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 such term or other similar term is 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 (with a copy to be sent to the Master Servicer and Special Servicer) (A) promptly following the Closing Date, written notice in the form of Exhibit U attached hereto, stating that, as of the Closing Date, the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan and directing each such
 
 
157
 
 
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), and (B) notice of any subsequent change in the identity of the Master Servicer; and
 
(iv)         the Non-Trust Master Servicer, the Non-Trust Special Servicer and the related trust established pursuant to the related Non-Trust Pooling and Servicing Agreement shall be third party beneficiaries of this Section 3.01(h).
 
(i)            In the event that any Mortgage Loan included in any Serviced Loan Combination is no longer part of the Trust Fund, such Mortgage Loan and the related Serviced Loan Combination shall continue to be serviced and administered under this Agreement by the Master Servicer and the Special Servicer until a successor servicing agreement, acceptable to the parties thereto, is entered into with the consent of the holder of such Mortgage Loan and the related Companion Loan; provided, however, that, as of the time such Mortgage Loan is no longer part of the Trust Fund, such Serviced Loan Combination and the related Mortgaged Property shall be serviced for the benefit of the holders of such Serviced Loan Combination as if they were the sole assets serviced and administered hereunder, and the sole source of funds hereunder (other than with respect to the reimbursement of Nonrecoverable Advances made while such Mortgage Loan was part of the Trust Fund) and that there shall be no further obligation of any Person to make P&I Advances.  The Master Servicing Fee, the Special Servicing Fee, the Liquidation Fee and/or the Workout Fee with respect to such Serviced Loan Combination shall continue to be calculated based on the entire principal amount of such Serviced Loan Combination.  All amounts due the Master Servicer and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement and the applicable Intercreditor Agreement shall be paid to the Master Servicer and the Special Servicer on the first Master Servicer Remittance Date following removal of the Mortgage Loan from the Trust Fund and any related Master Servicer Remittance Date thereafter.  In addition, until such time as a separate servicing agreement with respect to such Serviced Loan Combination and any related REO Property has been entered into, notwithstanding that neither such Mortgage Loan nor any related REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File.
 
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 any Serviced 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
 
 
158
 
 
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 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 the 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 Companion Loan.
 
(b)           At least ninety (90) days prior to the Stated 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 the 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 any Serviced Mortgage Loans or Serviced 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 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 Companion Loan to cover any of the items described in the
 
 
159
 
 
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 related 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 Companion Loan; (vii) to withdraw amounts deposited in a Servicing Account in error; or (viii) to clear and terminate the Servicing Accounts 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 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 related Serviced Mortgage Loan or Serviced 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 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 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 the related Serviced Loan Combination 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 related Serviced Mortgage Loan or Serviced Companion Loan (including each such Mortgage Loan or Serviced 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 on any Environmental Insurance Policy), in each instance prior to the applicable penalty or termination
 
 
160
 
 
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 Companion Loan, notwithstanding that the terms of such Mortgage Loan or Serviced 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 accounts, which may be sub-account(s) of the Servicing Accounts or segregated account(s) (“Reserve Accounts”), in which all Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced 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 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 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 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 apply such Reserve Funds in accordance with the related Mortgage Loan
 
 
161
 
 
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 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 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 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 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 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 (other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) and (if affected) the related Serviced Companion Loan Holder(s).  The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative (other than with respect to any Excluded Loan) and any affected Serviced Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Companion Loan in respect of environmental matters.
 
 
162
 
 
(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 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, Serviced A/B Loan Combination Custodial Accounts 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 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 two Business Days 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 (other than a Serviced Mortgage Loan or any related REO Property relating to a Serviced A/B Loan Combination, with respect to which collections in respect of the same shall be deposited in the related Serviced A/B Loan Combination Custodial Account) 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
 
 
163
 
 
proceeds represent amounts allocable to reimburse Servicing Advances or pay 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 Property required to be transferred from the 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;
 
(ix)          any Loss of Value Payments, as set forth in Section 3.05(h) of this Agreement; and
 
(x)            any amounts transferred from a Serviced A/B Loan Combination Custodial Account pursuant to Section 3.05(g)(i).
 
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
 
 
164
 
 
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.
 
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 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 of the Trustee and in the name of the Certificate Administrator 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 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 related 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
 
 
165
 
 
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 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 in its name for the benefit of the Trustee and 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 2016, 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 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
 
 
166
 
 
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 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.  For the avoidance of doubt, each of the Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, any Reserve Account, any Servicing Account, and the portion of the Distribution Account which is the REMIC Sub-Account in respect of REMIC I (including interest, if any, earned on the investment of funds in such accounts) will be owned by REMIC I; the Serviced Pari Passu Companion Loan Custodial Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Serviced Pari Passu Companion Loan Holders as described in Section 3.04(h); a Serviced A/B Loan Combination Custodial Account (including interest, if any, earned on the investment of funds in such account), exclusive of any amounts allocable to the Trust in respect of the related Serviced Mortgage Loan, will be owned by the related Serviced Subordinate Companion Loan Holder as described in Section 3.04(i); the Loss of Value Fund (including interest, if any, earned on the investment of funds in such account) will be owned by the applicable Mortgage Loan Sellers as described in Section 3.04(g); and the portion of the Distribution Account which is the Class V Sub-Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Grantor Trust and its beneficial owners, the Class V Certificateholders, each for federal income tax purposes.
 
(e)            [Reserved].
 
(f)           Funds in the Collection Account, the Distribution Account, the Interest Reserve Account, the Serviced Pari Passu Companion Loan Custodial Account, each Serviced A/B Loan Combination Custodial 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.  Notwithstanding the first sentence of this Section 3.04(f), for as long as WFB acts as Certificate Administrator hereunder, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account shall remain uninvested.
 
(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
 
 
167
 
 
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 Loans separate and apart from its own funds and general assets.  In connection therewith, if there are one or more Serviced Pari Passu Loan Combinations related to this Trust, the Master Servicer shall establish and maintain one or more segregated accounts (the “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, and provided further that no collections in respect of one or more Serviced Pari Passu Companion Loans relating to a single Serviced Loan Combination and on deposit in the Serviced Pari Passu Companion Loan Custodial Account shall be applied in respect of, or shall be applied to cover any fees or expenses in respect of, one or more Serviced Pari Passu Companion Loans relating to another Serviced Loan Combination).  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 Custodial Account, within two Business Days of receipt by it of properly identified funds 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 Serviced Pari Passu Companion Loans subsequent to the Closing Date:
 
(i)           all payments (from whatever source) on account of principal of the Serviced Pari Passu Companion Loans, including Principal Prepayments;
 
(ii)           all payments (from whatever source) on account of interest on the Serviced Pari Passu Companion Loans, including Default Interest;
 
(iii)          all Prepayment Premiums and Yield Maintenance Charges received in respect of the Serviced Pari Passu Companion Loans;
 
(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 Loans (or any successor REO Mortgage Loans with respect thereto);
 
 
168
 
 
(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 Loans (or any successor interest in REO Mortgage Loans 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 REO Account pursuant to Section 3.16(c); and
 
(viii)        any other amounts received and applied on the Serviced Pari Passu Companion Loans pursuant to the related Intercreditor Agreements.
 
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 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 any Serviced Pari Passu Companion Loan, if and to the extent that such items constitute Additional Special Servicing Compensation with respect to such 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
 
 
169
 
 
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 a Serviced Pari Passu Loan Combination shall be deposited by the Special Servicer into the REO Account and, insofar as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance Charges with respect to any Serviced Pari Passu Companion Loan or any successor REO Mortgage Loans 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)           The Master Servicer shall segregate and hold all funds collected and received by it in connection with each Serviced A/B Loan Combination separate and apart from its own funds and general assets.  In connection therewith, if there are one or more Serviced A/B Loan Combinations related to this Trust, the Master Servicer shall establish and maintain one or more segregated accounts (each, a “Serviced A/B Loan Combination Custodial Account”), in which the funds described below are to be deposited and held on behalf of the Trust and the related Serviced Subordinate Companion Loan Holder (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).  Any Serviced A/B Loan Combination 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 any Serviced A/B Loan Combination Custodial Account, within two Business Days of receipt by it of properly identified funds 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 A/B Loan Combination subsequent to the Closing Date:
 
(i)           all payments (from whatever source) on account of principal of such Serviced A/B Loan Combination, including Principal Prepayments;
 
(ii)          all payments (from whatever source) on account of interest on such Serviced A/B Loan Combination, including Default Interest;
 
(iii)         all Prepayment Premiums and Yield Maintenance Charges received in respect of such Serviced A/B Loan Combination;
 
(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, such Serviced A/B Loan Combination (or any successor REO Mortgage Loan(s) with respect thereto);
 
 
170
 
 
(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 such Serviced A/B Loan Combination 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 any Serviced A/B Loan Combination (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 A/B Loan Combination Custodial Account from the REO Account pursuant to Section 3.16(c); and
 
(viii)       any other amounts received and applied on any Serviced A/B Loan Combination pursuant to the related Intercreditor Agreement.
 
Notwithstanding the foregoing requirements, the Master Servicer need not deposit into any Serviced A/B Loan Combination Custodial Account any amount that the Master Servicer would be authorized to withdraw immediately from such Serviced A/B Loan Combination 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 a Serviced A/B Loan Combination 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 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 a Serviced A/B Loan Combination Custodial Account.  The Master Servicer shall promptly deliver to the Special Servicer any of the foregoing items received by it with respect to any Serviced A/B Loan Combination, if and to the extent that such items constitute Additional Special Servicing Compensation with respect to such Serviced A/B Loan Combination.  If the Master Servicer shall deposit in any Serviced A/B Loan Combination Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Serviced A/B Loan Combination 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(i), 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 applicable Serviced A/B Loan Combination 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
 
 
171
 
 
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 a Serviced A/B Loan Combination shall be deposited by the Special Servicer into the REO Account and, insofar as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance Charges with respect to any Serviced A/B Loan Combination or any successor REO Mortgage Loans with respect thereto, shall be remitted to the Master Servicer for deposit into the applicable Serviced A/B Loan Combination 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).
 
(j)           To the extent of any Serviced Companion Loan Holder’s interest therein, the Serviced Pari Passu Companion Loan Custodial Account and each Serviced A/B Loan Combination Custodial Account shall be treated as an “outside reserve fund” within the meaning of the REMIC Provisions, beneficially owned by the applicable Serviced Companion Loan Holders, 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.
 
(k)           Notwithstanding anything to the contrary contained herein, with respect to each Due Date and (1) any Serviced Pari Passu Companion Loan, within one Business Day after the related Determination Date (or, following the securitization of a Serviced Pari Passu Companion Loan, at such earlier time as the related Mortgage Loan Seller or the related Other Master Servicer notifies the Master Servicer in writing is necessary for such remittance to occur on the Business Day following the “determination date” under the Other Pooling and Servicing Agreement for the Other Securitization that includes such Serviced Pari Passu Companion Loan; provided, however, that in no event may any such “determination date” occur prior to (and any such otherwise earlier “determination date” shall, for purposes of this Section 3.04(k) and Section 4.02(n), be deemed to occur on) the 6th day of each month or, if such sixth day is not a Business Day, the next succeeding Business Day (such earlier date, if any, a “Serviced Pari Passu Companion Loan Early Remittance Date”)), or (2) any Serviced Subordinate Companion Loan, on the related Master Servicer Remittance Date, the Master Servicer shall remit, from amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account or the applicable Serviced A/B Loan Combination Custodial Account, as applicable, to the related Serviced Companion Loan Holder by wire transfer in immediately available funds to the account of such Serviced Companion Loan Holder or an agent therefor appearing on any Serviced 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 any Serviced Companion Loan Holder or its agent appearing on any Serviced Companion Loan Holder Register) the portion of any Serviced Loan Combination Remittance Amount allocable to such Serviced 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):
 
 
172
 
 
(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 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 Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) 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;
 
(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
 
 
173
 
 
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 Section 3.05(a)(II)(iv) 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 Section 3.05(a)(II)), 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 (subject to the operation of Section 3.05(a)(II) 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;
 
 
174
 
 
(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 Non-Trust-Serviced Pooled 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 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
 
 
175
 
 
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;
 
(xvii)      to pay itself, the Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced 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 the Collection Account, to the related Non-Trust Master Servicer, the related
 
 
176
 
 
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 pay to CREFC® (solely to the extent of funds available in the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
 
(xxi)        to transfer any applicable Excess Liquidation Proceeds on deposit in the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
 
(xxii)       to withdraw any amount and pay to the Person entitled thereto any amount deposited in the Collection Account in error;
 
(xxiii)      [Reserved]; and
 
(xxiv)      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 Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any 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 any related Serviced Pari Passu Companion Loan(s)), if applicable, or from the applicable Serviced A/B Loan Combination Custodial Account (withdrawals from such Serviced A/B Loan Combination Custodial Account shall be made prior to any withdrawals from the Collection Account and in all circumstances shall be in accordance with the related Intercreditor Agreement) 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, any related Serviced Companion Loan Holder is required under the related Intercreditor Agreement to, promptly following notice from the Master Servicer, reimburse the Trust Fund for its allocable share of such Nonrecoverable Servicing Advance or Advance Interest to the extent set forth in the related Intercreditor Agreement.
 
 
177
 
 
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 (xxi) of the first paragraph of this Section 3.05(a)(I), 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 certificate and shall have no duty to recalculate the amounts stated therein.  The Special Servicer shall keep and maintain separate accounting for each Specially Serviced 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.
 
 
178
 
 
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 Section 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 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.
 
 
179
 
 
(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 Section 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 Section 3.05(a)(II)(iv).  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 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
 
 
180
 
 
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 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
 
 
181
 
 
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.
 
Neither the Master Servicer nor 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 the 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
 
 
182
 
 
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) above 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 (and to the Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest) 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, the Trust Advisor or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, 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(a); provided that in the case of the Trust Advisor, no such amount may be withdrawn by the Certificate Administrator and paid to the Trust Advisor unless the conditions set forth in the proviso to Section 3.05(a)(I)(xiv) are satisfied;
 
(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 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;
 
 
183
 
 
(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 2016) 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 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, the Special Servicer and, subject to Section 4.05(b) with respect to any Trust Advisor Expenses, the
 
 
184
 
 
Trust Advisor, 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 any Serviced Pari Passu Companion Loan Holder the amounts to which such Serviced Pari Passu Companion Loan Holder is entitled in accordance with Section 3.04(k), as and when required by such paragraph;
 
(ii)          to pay to itself earned and unpaid Master Servicing Fees in respect of any 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 any 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 any 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 any 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 any 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 any related Serviced Loan Combination, in each case on deposit in the 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 any related Serviced Loan Combination, the Trust Advisor’s right to payment pursuant to this clause (vii) with respect to such Serviced Loan Combination
 
 
185
 
 
being limited to amounts on deposit in the 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 any 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 any 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 any 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, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b) or Section 8.05, as applicable, in connection with any 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 any 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
 
(xiv)       to clear and terminate the Serviced Pari Passu Companion Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01 or at such time as any related Serviced Loan Combination or any related REO Property is no longer serviced hereunder.
 
 
186
 
 
provided that in connection with any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the 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 Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the 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 any 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 any related Serviced Pari Passu Companion Loan Holder shall, if and to the extent required under the related Intercreditor Agreement, 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 any 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 recalculate the amounts stated therein.
 
The Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor, as applicable, shall in all cases have a right prior to any related Serviced Pari Passu Companion Loan Holder(s) to any particular funds on deposit in the 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 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.
 
 
187
 
 
(g)           The Master Servicer may, from time to time, make withdrawals from any Serviced A/B Loan Combination 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 Collection Account the amounts to which the Trust as holder of the related Serviced Mortgage Loan is entitled in accordance with the related Intercreditor Agreement and this Agreement and as contemplated by Section 3.04(a);
 
(ii)          to remit to any Serviced Subordinate Companion Loan Holder the amounts to which such Serviced Subordinate Companion Loan Holder is entitled in accordance with Section 3.04(k), as and when required by such paragraph;
 
(iii)         to pay to itself earned and unpaid Master Servicing Fees in respect of the related Serviced A/B Loan Combination or any successor interest in an REO Mortgage Loan with respect thereto;
 
(iv)         to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of the related Serviced A/B Loan Combination or any successor interest in an REO Mortgage Loan with respect thereto;
 
(v)          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 A/B Loan Combination 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);
 
(vi)         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 A/B 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);
 
(vii)        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 A/B Loan Combination or any successor REO Mortgage Loan with respect thereto;
 
(viii)       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 A/B Loan Combination, in each case on deposit in such Serviced A/B Loan Combination 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 A/B Loan Combination, the Trust Advisor’s right to payment pursuant to this clause (viii) with respect to such Serviced A/B Loan Combination being limited to amounts on deposit in such Serviced A/B Loan Combination Custodial Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
 
 
188
 
 
(ix)          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);
 
(x)           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);
 
(xi)          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);
 
(xii)         to pay itself, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, 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);
 
(xiii)        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 any related Serviced Subordinate Companion Loan Holder(s) or the related Serviced Mortgage Loan 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(g), it being acknowledged that this clause (xiii) 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;
 
(xiv)       to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Serviced A/B Loan Combination Custodial Account in error; and
 
(xv)        to clear and terminate such Serviced A/B Loan Combination Custodial Account at the termination of this Agreement pursuant to Section 9.01 or at such time as any 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 the Serviced A/B Loan Combination Custodial Account pursuant to clause (vi) (relating to Servicing Advances), clause (vii) (relating to Advance Interest
 
 
189
 
 
on Servicing Advances), clause (ix) (relating to Liquidation Expenses), clause (x) (relating to Nonrecoverable Servicing Advances), clause (xi) (relating to certain environmental expenses) or clause (xii) (relating to certain indemnification and similar expenses), other than (in the case of such clause (xii)) Trust Advisor Expenses, such payment shall be made from amounts on deposit in the Serviced A/B Loan Combination Custodial Account prior to being made from the Collection Account (all withdrawals shall be made according to the related Intercreditor Agreement) from related funds and in turn 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 any related Serviced Companion Loan Holder shall, if and to the extent required under the related Intercreditor Agreement, promptly following notice from the Master Servicer, reimburse the Trust Fund for its allocable share of such Nonrecoverable Servicing Advance or Advance Interest as provided in the related Intercreditor Agreement.
 
Notwithstanding any contrary provision above, any reimbursements of Servicing Advances out of such Serviced A/B Loan Combination 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 any related Serviced A/B Loan Combination 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 recalculate the amounts stated therein.
 
The Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor, as applicable, shall in all cases have a right prior to the Trust or any related Serviced Companion Loan Holder(s) to any particular funds on deposit in a Serviced A/B Loan Combination 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 Advances (with interest) and expenses are to be reimbursed or paid from such funds on deposit in such Serviced A/B Loan Combination Custodial Account pursuant to the express terms of this Agreement and/or the related Intercreditor Agreement.
 
(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
 
 
190
 
 
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) above 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 clauses (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 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 any Serviced Loan Combination, if amounts required to pay the compensation, fees, costs, expenses or reimbursement incurred in connection with the servicing and administration of any related Serviced Companion Loan exceed amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account or the related Serviced A/B Loan
 
 
191
 
 
Combination Custodial Account, as applicable, 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 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 any Serviced Companion Loan for that holder’s allocable 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, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination 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 (other than WFB acting as 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 (other than WFB acting as 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, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination Custodial Account, any Servicing 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 the 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
 
 
192
 
 
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 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 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
 
 
193
 
 
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 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, (ii) the Subordinate Class Representative or (iii) alternatively, but only if the Permitted Investment involves funds on deposit in the Serviced Pari Passu Companion Loan Custodial Account, any 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), or (iv) alternatively, but only if the Permitted Investment involves funds on deposit in a Serviced A/B Loan Combination Custodial Account, the related Serviced Subordinate Companion Loan Holder (it being understood that, for purposes of this clause (iv), Section 8.02 shall be construed as if references therein to one or more “Certificateholders” were instead references to such Serviced Subordinate 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 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 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
 
 
194
 
 
other insurance coverage (including but not limited to coverage for damage resulting from acts of terrorism) as is required or (subject to the Servicing Standard) 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 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).
 
 
195
 
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 and other than with respect to any Excluded Loan) 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 and other than with respect to any Excluded Loan) 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 Companion Loan Holder(s) if the Master Servicer determines that any Borrower under a Serviced Mortgage Loan or Serviced Loan Combination has failed to 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 or Loan Combination and/or the interest of the Trust or the Serviced Companion Loan Holder(s) in the related Mortgaged Property or if any Borrower under a Serviced Mortgage Loan or Serviced Loan Combination 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 or Loan Combination and/or the interest of the Trust or the Serviced Companion Loan Holder(s) in the related Mortgaged Property.
 
 
196
 
 
(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 $1,000,000 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 (or at least eighteen (18) months, in the case of an Administered REO Property whose related REO Mortgage Loan had an initial principal balance exceeding $35,000,000), 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, to the extent the loss affects a Serviced Pari Passu Companion Loan Holder, in the Serviced Pari Passu Companion Loan Custodial Account or, to the extent the loss affects a Serviced Subordinate Companion Loan Holder, in the applicable Serviced A/B Loan Combination Custodial Account, as applicable, in each case 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, subject to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an Administered REO Property.  Any cost incurred by the Master Servicer or Special Servicer in maintaining any such insurance shall not, for purposes hereof, including
 
 
197
 
 
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, any related Serviced 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 any 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 has long-term unsecured debt obligations or deposit accounts that are rated not lower than “A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating by (A) at least two NRSROs (which may include KBRA and/or Moody’s) or (B) one NRSRO (which may include KBRA or Moody’s) and A.M. Best Company), “A3” by Moody’s (or, if not rated by Moody’s, at least “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include DBRS and/or KBRA) or (B) one NRSRO (which may include DBRS or KBRA) and A.M. Best Company)) and an equivalent rating by KBRA (if then rated by KBRA), or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not satisfied, 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 (i) to the extent the loss affects any Serviced Pari Passu Companion Loan Holder(s), in the Serviced Pari Passu Companion Loan Custodial Account or (ii) to the extent the loss affects any Serviced Subordinate Companion Loan Holder, in the applicable Serviced A/B Loan Combination 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
 
 
198
 
 
and present, on behalf of itself, the Trustee and Certificateholders and, if applicable, any related Serviced 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.
 
(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 or deposit accounts of the Master Servicer or Special Servicer, as applicable, are rated not lower than “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by (1) any two other NRSROs (which may include KBRA and/or Moody’s) or (2) one NRSRO (which may include KBRA or Moody’s) and A.M. Best Company), “A3” by Moody’s and an equivalent (or higher) rating by KBRA (if then rated by KBRA), or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not satisfied, 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.
 
 
199
 
 
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 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 or deposit accounts of the Master Servicer or the Special Servicer, as applicable, are rated not lower than “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by (1) any two other NRSROs (which may include KBRA and/or Moody’s) or (2) one NRSRO (which may include KBRA or Moody’s) and A.M. Best Company), “A3” by Moody’s and the equivalent (or higher) rating by KBRA (if then rated by KBRA), or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not satisfied, 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 permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfer of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibit such an assignment and assumption or transfer except upon the satisfaction of specified conditions, or fully prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibit such a further encumbrance except upon the satisfaction of specified conditions, or fully prohibit such a further encumbrance, in each case, 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 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 transfer 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 Companion Loan Holder(s) (as a collective whole (in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), 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:
 
 
200
 
 
(A)          subject to Section 3.08(c), 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 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 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 five (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, 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 Performing Serviced Mortgage Loan or, if applicable, any related Performing Serviced 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) and in the case of a Serviced Loan Combination, the equivalent confirmation from each Companion Loan Rating Agency with respect to the related Serviced Companion Loan Securities; 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 or, if applicable, any related Performing Serviced 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
 
 
201
 
 
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 1.20x;
 
(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 or, if applicable, any related Performing Serviced Companion 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 (other than with respect of an Excluded Loan), 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 or, if applicable, any related Performing Serviced 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 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 or, if applicable, any related Performing Serviced 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
 
 
202
 
 
(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 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)           Notwithstanding Section 3.08(a), in connection with any transfer of an interest in the related Borrower under a Performing Serviced Mortgage Loan or related Serviced Companion Loan, the Master Servicer shall have the right to grant its consent to the same without the consent or approval of the Special Servicer (or the Special Servicer interacting with the Subordinate Class Representative in connection with such Master Servicer consent) if such transfer 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 and does not involve incurring new mezzanine indebtedness, 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; 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 related 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”
 
 
203
 
 
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) (and, in the case of any applicable Serviced Mortgage Loan that is part of a Loan Combination, an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k)) (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.
 
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).
 
 
204
 
 
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 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 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 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 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
 
 
205
 
 
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 Companion Loan Holder(s) (as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)) on a present value basis (the relevant discounting of 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 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 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 (other than with respect to any Mortgaged Property securing an Excluded Loan) and the Majority Subordinate Certificateholder (other than with respect to any Mortgaged Property securing an Excluded Loan) (and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced 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) above of the first paragraph of Section 3.09(c), 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 (xxiii) of Section 3.05(a)(I)).
 
(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, any related Serviced Companion Loan Holder(s), release all or a portion
 
 
206
 
 
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 $1,000,000, 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 any Serviced Loan Combination is involved, the holders of the related Serviced Companion Loan or their representatives shall have the rights, if any, in respect thereof that are enumerated in the related Intercreditor Agreement.
 
(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 other than with respect to any Mortgaged Property securing an Excluded Loan), and, in case of a Mortgaged Property securing a Serviced Loan Combination, the related Serviced 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 any related Serviced Companion Loan(s)) 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
 
 
207
 
 
be made in consultation with the Subordinate Class Representative and the related calculations to be subject to the approval of such Subordinate Class Representative, in each case, other than with respect to any Mortgaged Property securing an Excluded Loan) 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 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 any Serviced Companion Loan, the Master Servicer shall promptly so notify any related Serviced 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 Companion Loan, the related Serviced 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 any Serviced Pari Passu Companion Loan, in the Serviced Pari Passu Companion Loan Custodial Account and/or in the case of any Serviced Subordinate Companion Loan, in the applicable Serviced A/B Loan Combination 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, any Serviced A/B Loan Combination Custodial Account or the Distribution Account.
 
 
208
 
 
(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 any Serviced 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 Pari Passu Companion Loan Custodial Account and/or the applicable Serviced A/B Loan Combination 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, any related Serviced Companion Loan Holder shall execute and deliver to the Special Servicer, in the form supplied to the Trustee or any related Serviced 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 Companion Loan Holder(s); provided that the Trustee and each such Serviced Companion Loan Holder may alternatively execute and deliver to the Special Servicer, in the form supplied to the Trustee and such Serviced 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 any Serviced Companion Loan Holder (however, neither the Trustee nor any such Serviced 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 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 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 Companion Loan Holder (or by the Special Servicer on behalf of such Person) will not invalidate or
 
 
209
 
 
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 Pooling and 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 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 monthly the Master Servicing Fee with respect to each Mortgage Loan and any Serviced 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 Companion Loan).  As to each such Mortgage Loan, Serviced Companion Loan and REO Mortgage Loan, for each calendar month (commencing with May 2015) or any applicable portion thereof, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate (or, (i) in the case of a Serviced Pari Passu Mortgage Loan, at the sum of the applicable Master Servicing Fee Rate and the applicable Pari Passu Primary Servicing Fee Rate or (ii) in the case of a Serviced Pari Passu Companion Loan, at the applicable Pari Passu Primary Servicing Fee Rate) on the Stated Principal Balance of such Mortgage Loan, Serviced 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 to such Mortgage Loan, Serviced 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 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
 
 
210
 
 
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 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 Companion Loan or any REO Mortgage Loan shall be payable monthly from payments of interest on such Mortgage Loan, Serviced 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 respect thereto) shall be payable out of the related Serviced Pari Passu Companion Loan Custodial Account as provided in Section 3.05(f), and Master Servicing Fees earned with respect to a Serviced Subordinate Companion Loan and its related Serviced Mortgage Loan shall be payable out of the related Serviced A/B Loan Combination Custodial Account as provided in Section 3.05(g) (and Master Servicing Fees earned with respect to a Serviced Mortgage Loan in a Serviced A/B Loan Combination shall also be payable out of the Collection Account as provided in Section 3.05(a)(I).
 
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 its 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
 
 
211
 
 
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 or if at any time WFB shall no longer be the Master Servicer but shall retain an Excess Servicing Fee Right, the Person then acting as the Master Servicer shall pay, out of each amount paid to the Master Servicer as Master Servicing Fees with respect to each subject Mortgage Loan, Serviced 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 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, in each case, related to a Mortgage Loan or Serviced Companion Loan, or, in the case of clause (x), related to an Investment Account maintained by the Master Servicer (the following items, collectively, “Additional Master Servicing Compensation”):
 
(i)            100% of any defeasance fees actually collected during the related Collection Period in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, if applicable (provided, that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement);
 
(ii)           (x) 50% of Modification Fees actually collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced 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 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;
 
 
212
 
 
(iii)          100% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced 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 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 Companion Loan;
 
(v)           100% of consent fees on Performing Serviced Mortgage Loans and the Performing Serviced 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 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 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 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 any Serviced 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 Companion Loan;
 
(viii)        (a) 100% of other loan processing fees actually paid by the Borrowers under the Performing Serviced Mortgage Loans and any Performing Serviced 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 Companion Loan to the extent that the consent of the Special Servicer is required in connection with the associated action;
 
 
213
 
 
(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 (in the case of a Serviced Loan Combination, including both the interest therein represented by the related Mortgage Loan and interest therein represented by the related Serviced Companion Loan), and each successor REO 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 Serviced Companion Loan) thereto that relates to an Administered REO Property.  As to each such Specially Serviced Mortgage Loan and REO 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 Serviced Companion 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 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 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
 
 
214
 
 
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 and/or the Serviced A/B Loan Combination 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 Companion Loan Holder (or if any Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization) of such Serviced 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 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 Party 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 Companion Loan shall be payable in accordance with the related Intercreditor Agreement and solely out of the proceeds of such Serviced Companion Loan; provided that any Workout Fees earned with respect to a Serviced Companion Loan or any successor REO Mortgage Loan with respect thereto will be payable out of any proceeds on or with respect to such Serviced Companion Loan and/or the related Serviced 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 (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 Serviced Companion 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, as applicable) becomes a Corrected Mortgage Loan to and including the Stated Maturity Date of such Corrected Mortgage Loan, without discounting for present value (the resulting product, the
 
 
215
 
 
“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 (or Serviced Loan Combination, as applicable) 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 Companion Loan that became Corrected Mortgage Loans during the period that it acted as the 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 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 Companion Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan or Serviced 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 (or Serviced Loan Combination, as applicable) to again become a Specially Serviced Mortgage Loan.  The Workout Fee with respect to any Corrected Mortgage Loan shall be capped in accordance with the last paragraph of this Section 3.11(c).
 
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 Serviced 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 Companion Loan) as to which the Special Servicer receives any Condemnation Proceeds, Insurance Proceeds or Liquidation Proceeds and (without duplication) each Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) as to which the Special Servicer otherwise receives any Condemnation Proceeds, Insurance Proceeds or Liquidation Proceeds; provided that, if a Liquidation Fee otherwise becomes payable with respect to a Mortgage Loan
 
 
216
 
 
or Serviced Loan Combination, 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; provided, further, that if a Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Mortgage Loan only because of an event described in clause (a) of the definition of “Specially Serviced Mortgage Loan” and the related proceeds are received within 90 days following the related Stated Maturity Date in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced Loan Combination, in each case the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Borrower in connection with such liquidation; provided, further, that no Liquidation Fee shall be paid with respect to:  (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 Companion Loan Holder relating to a Serviced Loan Combination pursuant to the defaulted loan purchase option (if any) 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 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
 
 
217
 
 
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 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 Companion Loan in a Serviced Loan Combination shall be payable out of any collections on or with respect to such related Serviced Companion Loan and/or the related Serviced 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.  The Liquidation Fee with respect to any Specially Serviced Mortgage Loan shall be capped in accordance with the last paragraph of this Section 3.11(c).
 
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 (other than with respect to any Excluded Loan) and/or the Subordinate Class Representative (other than with respect to any Excluded Loan), 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.
 
The total amount of Workout Fees, Liquidation Fees and Modification Fees received by the Special Servicer with respect to the workout, liquidation (including partial liquidation), modification, extension, waiver or amendment of a Specially Serviced Mortgage Loan (or Serviced Loan Combination that is in special servicing) or REO Mortgage Loan shall be subject to an aggregate cap equal to the greater of (i) $1,000,000 and (ii) 1.00% of the Stated Principal Balance of the subject Specially Serviced Mortgage Loan (or Serviced Loan Combination that is in special servicing) or REO Mortgage Loan.
 
 
218
 
 
(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 (and any related Serviced Companion Loan) or REO Mortgage Loans, subject to the cap set forth in Section 3.11(c) above;
 
(ii)           50% of Modification Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and Performing Serviced Companion Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, subject to the cap set forth in Section 3.11(c) above;
 
(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 Performing Serviced Companion Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;
 
(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 or Serviced Companion Loan, and 50% of consent fees on Performing Serviced Mortgage Loans and Performing Serviced Companion Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Serviced Mortgage Loan or Serviced 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 any Serviced Mortgage Loans and any Serviced 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;
 
 
219
 
 
(viii)        interest or other income earned on deposits in the REO Account and the Loss of Value Reserve Fund 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, the Serviced Pari Passu Companion Loan Custodial Account or the applicable Serviced A/B Loan Combination Custodial Account, as applicable, pursuant to Section 3.04.
 
(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 Serviced A/B Loan Combination 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 written notice of such failure to the defaulting party.  If such Advance is not made by the Master Servicer within one Business Day after receipt of such written 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
 
 
220
 
 
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, the Serviced Pari Passu Companion Loan Custodial Account or the applicable Serviced A/B Loan Combination 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 subject to the Servicing Standard, or, in the case of the Trustee, in 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 (other than with respect to any Excluded Loan) and the Subordinate Class Representative (other than with respect to any Excluded Loan) and, if any Serviced Loan Combination is involved, any Serviced Companion Loan Holder(s) (or Other Master Servicer), 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
 
 
221
 
 
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 (other than information related to any Excluded Loan), the Majority Subordinate Certificateholder (other than information related to any Excluded Loan), the Special Servicer, the Master Servicer and, if any Serviced Loan Combination is involved, the related Serviced Companion Loan Holder(s).  The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of 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), in its sole discretion, 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 determination shall be conclusive and binding on the Master Servicer and the Trustee and such Servicing Advance shall constitute a Nonrecoverable Servicing Advance for all purposes of this Agreement (but this statement shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that a Servicing Advance constitutes or would constitute a Nonrecoverable Servicing Advance).  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
 
 
222
 
 
best interests of the Certificateholders and, if applicable, any Serviced Companion Loan Holders (as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), as evidenced by an Officer’s Certificate delivered promptly to the Depositor, the Certificate Administrator, the Trustee, the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) and the Subordinate Class Representative (other than with respect to any Excluded Loan) and, if any Serviced Loan Combination is involved, any Serviced 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 any Serviced Loan Combination, the payment of such expense shall be subject to the proviso at the end of the first paragraph of Section 3.05(a)(I); and (C) such servicing expense shall be deemed to constitute a Nonrecoverable Advance for purposes of Section 3.05(a)(II)(iv) 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 (other than with respect to any Excluded Loan) the Subordinate Class Representative (and, if any Serviced Loan Combination is involved, the related Serviced 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 (other than with respect to any Excluded Loan) the Subordinate Class Representative (and, if any Serviced Loan Combination is involved, the related Serviced Companion Loan Holder(s)).
 
(j)          With respect to each Collection Period during which any Disclosable Special Servicer Fees were received by the Special Servicer, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two (2) Business Days following the related Determination Date, and, if so delivered, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, within three (3) Business Days following the related Determination Date, in each case without charge, 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, Serviced Companion 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 Serviced Companion Loan, 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.
 
 
223
 
 
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, at its own expense, inspect or cause to be inspected each Mortgaged Property (other than a Mortgaged Property securing a Non-Trust-Serviced Pooled Mortgage Loan) every calendar year beginning in 2016, or every second calendar year beginning in 2017 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 (other than Mortgaged Property securing any Excluded Loan) every calendar year not earlier than 2016 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 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 a copy (or image in suitable electronic media) of each such written report prepared by it (x) promptly following preparation, to the Certificate Administrator and the Trustee (and to the Master Servicer, if done by the Special Servicer, and to the Special Servicer, if done by the Master Servicer), (y) if there has been a material adverse change in the condition of the subject Mortgaged Property or REO Property, as applicable, promptly following preparation, to the Majority Subordinate Certificateholder (other than with respect to any Mortgaged Property
 
 
224
 
 
securing an Excluded Loan), the Subordinate Class Representative (other than with respect to any Mortgaged Property securing an Excluded Loan) (and, if a Mortgaged Property or REO Property relates to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) if and to the extent required under the applicable Intercreditor Agreement), and the Rating Agencies (subject to Section 3.27), and (z) if there has been no material adverse change in the condition of the subject Mortgaged Property or REO Property, as applicable, upon request, to, or at the direction of the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period and other than with respect to any Mortgaged Property securing an Excluded Loan), the Majority Subordinate Certificateholder (during any Subordinate Control Period and any Collective Consultation Period and other than with respect to any Mortgaged Property securing an Excluded Loan), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if applicable, any related Serviced Companion Loan Holder, in each case within thirty (30) days following receipt of such request.
 
(b)          Commencing with respect to the calendar year ending December 31, 2015 (as to annual information) and the calendar quarter ending on September 30, 2015 (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 (if applicable) 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, and other than with respect to any Excluded Loan), the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period, and other than with respect to any Excluded Loan), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if any Serviced Loan Combination is involved, the related Serviced 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
 
 
225
 
 
or Senior Consultation Period and only with respect to Mortgage Loan information that the Trust Advisor determined is reasonably necessary in order for it 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 (other than any Excluded Information with respect to an Excluded Loan) and any Serviced Companion Loan Holder, access to any records regarding the Mortgage Loans serviced by it hereunder (or, in the case of a Serviced Companion Loan Holder, only the related Serviced 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 Trustee, the Depositor, the Trust Advisor, the Subordinate Class Representative, the Majority Subordinate Certificateholder and any related Serviced 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)          In connection with providing access to information pursuant to Section 3.15(a) above, Section 4.02(a), Section 8.12(d) or, only with respect to clause (i) below, Section 8.12(g), each of the Master Servicer and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Serviced Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan Documents or would constitute a waiver of the attorney-client privilege.  In connection with providing access to information pursuant to this Section 3.15, the Master Servicer shall require the execution (which may be in electronic form) of a confidentiality agreement substantially in the form of Exhibit K-3 hereto.
 
(c)          Upon the request of the Subordinate Class Representative made not more frequently than once a month during the normal business hours of the Master Servicer and the Special Servicer, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available either by telephone (with Servicing Officers of each of the Master Servicer and the Special Servicer participating simultaneously if the Subordinate Class Representative so requests) or, at the option of the Subordinate Class Representative if it provides reasonable advance notice, at the office of such Servicing Officer, to verbally answer questions from the Subordinate Class Representative regarding the performance and servicing of the Serviced Mortgage Loans (other than with respect to any Excluded Loan) and/or Administered REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.
 
 
226
 
 
(d)          Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable and good faith judgment consistent with the Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan Document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund.
 
(e)          Neither the Master Servicer nor the Special Servicer shall be liable for providing, disseminating or withholding information in accordance with the terms of this Agreement.  In addition to their other rights hereunder, each of the Master Servicer and the Special Servicer (and their respective employees, attorneys, officers, directors and agents) shall, in each case, be indemnified by the Trust Fund for any claims, losses or expenses arising from any such provision, dissemination or withholding.
 
Section 3.16     Title to Administered REO Property; REO Account.  (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement.  Any such limited liability company formed by the Special Servicer shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement.  The Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred 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.  Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis.  If the Special Servicer is granted such REO Extension or obtains such Opinion of
 
 
227
 
 
Counsel with respect to any Administered REO Property, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be.  Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance.
 
(b)          The Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets.  If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Companion Loan Holder(s)), as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan), for the retention of revenues and other proceeds derived from such Administered REO Property.  Each account that constitutes the REO Account shall be an Eligible Account.  The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property.  Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.  The Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a).  The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the REO Account for any Collection Period).  The Special Servicer shall give notice to the other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.
 
(c)          The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in the REO Account relating to such Administered REO Property.  Monthly within one Business Day following the end of each Collection Period, the Special Servicer shall withdraw from the REO Account and deposit into the Collection Account, or deliver to the Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in the REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the Special Servicer may retain in the REO Account such portion
 
 
228
 
 
of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into the Serviced Pari Passu Companion Loan Custodial Account or the related Serviced A/B Loan Combination Custodial Account, as applicable, contemplated by Section 3.04(h), Section 3.04(i) or Section 3.04(j), as applicable.  For the avoidance of doubt, such amounts withdrawn from the REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the Master Servicer during such Collection Period.
 
(d)           The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or 3.16(c).
 
(e)           Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.
 
Section 3.17     Management of Administered REO Property.  (a) Prior to the acquisition of title to any Mortgaged Property securing a defaulted Serviced Mortgage Loan, the Special Servicer shall review the operation of such Mortgaged Property and determine the nature of the income that would be derived from such property if it were acquired by the Trust.  If the Special Servicer determines from such review that:
 
(i)           None of the income from Directly Operating such Mortgaged Property would be subject to tax as “net income from foreclosure property” within the meaning of the REMIC Provisions (such tax referred to herein as an “REO Tax”), then such Mortgaged Property may be Directly Operated by the Special Servicer as Administered REO Property, other than holding such Administered REO Property for sale or lease or performing construction work thereon;
 
(ii)          Directly Operating such Mortgaged Property as an Administered REO Property could result in income from such property that would be subject to an REO Tax, but that a lease of such property to another party to operate such property, or the performance of some services by an Independent Contractor with respect to such property, or another method of operating such property would not result in income subject to an REO Tax, then the Special Servicer may (provided that in the judgment of the Special Servicer, exercised in accordance with the Servicing Standard, it is commercially reasonable) so lease or otherwise operate such Administered REO Property; or
 
(iii)          It is reasonable to believe that Directly Operating such property as Administered REO Property could result in income subject to an REO Tax and either (i) that the income or earnings with respect to such REO Property will offset any REO Tax relating to such income or earnings and will maximize the net recovery from the
 
 
229
 
 
applicable Administered REO Property to the Certificateholders (taking into account that any related Serviced Companion Loan Holder(s) do not have any obligation under the related Intercreditor Agreement to bear the effect of any such REO Tax) or (ii) that no commercially reasonable means exists to operate such property as Administered REO Property without the Trust incurring or possibly incurring an REO Tax on income from such property, then the Special Servicer shall deliver to the Tax Administrator and the Subordinate Class Representative (other than with respect to any such property securing an Excluded Loan), in writing, a proposed plan (the “Proposed Plan”) to manage such property as Administered REO Property.  Such plan shall include potential sources of income and good faith estimates of the amount of income from each such source.  Within a reasonable period of time after receipt of such plan, the Tax Administrator shall consult with the Special Servicer and shall advise the Special Servicer of the Trust’s federal income tax reporting position with respect to the various sources of income that the Trust would derive under the Proposed Plan.  In addition, the Tax Administrator shall (to the maximum extent reasonably possible and at a reasonable fee, which fee shall be an expense of the Trust) advise the Special Servicer of the estimated amount of taxes that the Trust would be required to pay with respect to each such source of income.  After receiving the information described in the two preceding sentences from the Tax Administrator, the Special Servicer shall either (A) implement the Proposed Plan (after acquiring the respective Mortgaged Property as Administered REO Property) or (B) manage and operate such property in a manner that would not result in the imposition of an REO Tax on the income derived from such property.
 
Subject to Section 3.17(b), the Special Servicer’s decision as to how each Administered REO Property shall be managed and operated shall be in accordance with the Servicing Standard.  Neither the Special Servicer nor the Tax Administrator shall be liable to the Certificateholders, the Trustee, the Trust, the other parties hereto, any beneficiaries hereof or each other for errors in judgment made in good faith in the exercise of their discretion while performing their respective responsibilities under this Section 3.17(a) with respect to any Administered REO Property.  Nothing in this Section 3.17(a) is intended to prevent the sale of any Administered REO Property pursuant to the terms and subject to the conditions of Section 3.18.
 
(b)          If title to any Administered REO Property is acquired, the Special Servicer shall manage, conserve, protect and operate such Administered REO Property for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Companion Loan Holder(s)), as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan), solely for the purpose of its prompt disposition and sale in accordance with Section 3.18 below, in a manner that does not cause such Administered REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a) above, result in the receipt by any REMIC Pool of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool.  Except as contemplated by Section 3.17(a) above, the Special Servicer shall not enter into any lease, contract or other agreement with respect to any
 
 
230
 
 
Administered REO Property that causes the Trust to receive, and (unless required to do so under any lease, contract or agreement to which the Special Servicer or the Trust may become a party or successor to a party due to a foreclosure, deed in lieu of foreclosure or other similar exercise of a creditor’s rights or remedies with respect to the related Serviced Mortgage Loan) shall not, with respect to any Administered REO Property, cause or allow the Trust to receive, any “net income from foreclosure property” that is subject to taxation under the REMIC Provisions.  Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection with the administration of any Administered REO Property, as are consistent with the Servicing Standard and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such Administered REO Property, funds necessary for the proper operation, management, maintenance and disposition of such Administered REO Property, including:
 
(i)            all insurance premiums due and payable in respect of such Administered REO Property;
 
(ii)           all real estate taxes and assessments in respect of such Administered REO Property that may result in the imposition of a lien thereon;
 
(iii)          any ground rents in respect of such Administered REO Property; and
 
(iv)          all other costs and expenses necessary to maintain, lease, sell, protect, manage, operate and restore such Administered REO Property.
 
To the extent that amounts on deposit in the REO Account with respect to any Administered REO Property are insufficient for the purposes contemplated by the preceding sentence with respect to such REO Property, the Master Servicer shall, at the direction of the Special Servicer, but subject to Section 3.11(h), make a Servicing Advance of such amounts as are necessary for such purposes unless the Master Servicer or the Special Servicer determines, in its reasonable judgment, that such advances would, if made, be Nonrecoverable Servicing Advances; provided that the Master Servicer may in its sole discretion make any such Servicing Advance without regard to recoverability if it is a necessary fee or expense incurred in connection with the defense or prosecution of legal proceedings.
 
(c)           The Special Servicer may, and, if required for the Administered REO Property to continue to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, shall, contract with any Independent Contractor for the operation and management of any Administered REO Property, provided that:
 
(i)            the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;
 
(ii)           the fees of such Independent Contractor (which shall be expenses of the Trust) shall be reasonable and customary in consideration of the nature and locality of such Administered REO Property;
 
(iii)           any such contract shall be consistent with Treasury Regulations Section 1.856-6(e)(6) and shall require, or shall be administered to require, that the
 
 
231
 
 
Independent Contractor, in a timely manner, (A) pay all costs and expenses incurred in connection with the operation and management of such Administered REO Property, including those listed in Section 3.17(b) above, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt;
 
(iv)          none of the provisions of this Section 3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Administered REO Property; and
 
(v)           the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Administered REO Property, and the Special Servicer shall comply with the Servicing Standard in maintaining such Independent Contractor.
 
The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.  To the extent the costs of any contract with any Independent Contractor for the operation and management of any Administered REO Property are greater than the revenues available from such property, such excess costs shall be covered by, and be reimbursable as, a Servicing Advance.
 
(d)          Without limiting the generality of the foregoing, the Special Servicer shall not:
 
(i)            permit the Trust Fund to enter into, renew or extend any New Lease with respect to any Administered REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
 
(ii)           permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;
 
(iii)          authorize or permit any construction on any Administered REO Property, other than the repair or maintenance thereof or the completion of a building or other improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan become imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
 
(iv)          except as otherwise provided for in Sections 3.17(a)(i), 3.17(a)(ii) and 3.17(a)(iii) above, Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any Administered REO Property on any date more than ninety (90) days after its date of acquisition by or on behalf of the Trust Fund;
 
unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that such action will not cause such Administered REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.
 
 
232
 
 
(e)          Notwithstanding anything to the contrary, this Section 3.17 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.
 
Section 3.18     Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans.  (a) The Master Servicer, the Special Servicer or the Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or Administered REO Property only (i) on the terms and subject to the conditions set forth in this Section 3.18, (ii) as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, (iii) in the case of a Mortgage Loan (or Administered REO Property related thereto) with a related mezzanine loan, in connection with a Mortgage Loan default if and as set forth in the related intercreditor agreement or (iv) in the case of a Mortgage Loan related to a Serviced Loan Combination (or REO Mortgage Loan related thereto), in connection with a Mortgage Loan default if and as set forth in the related Intercreditor Agreement.
 
(b)          Promptly upon a Serviced Mortgage Loan becoming a Defaulted Mortgage Loan and if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders, as a collective whole (or if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, in the best interest of the Certificateholders and the related Serviced Companion Loan Holder(s) as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), to attempt to sell such Defaulted Mortgage Loan (and if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, to sell the entire Serviced Loan Combination, provided that in the case of a Serviced A/B Loan Combination, the sale of the entire such Serviced A/B Loan Combination is permitted by the related Intercreditor Agreement), the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Mortgage Loan or Serviced Loan Combination on behalf of the Certificateholders (or if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, on behalf of the Certificateholders and the related Serviced Companion Loan Holder) in such manner as will be reasonably likely to realize a fair price; provided that, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, if the Special Servicer determines to attempt to sell such Mortgage Loan it shall sell such Defaulted Mortgage Loan together with the related Serviced Companion Loan as a whole loan pursuant to Section 3.18(e) and pursuant to the terms of the related Intercreditor Agreement.  The Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Mortgage Loan, subject to any applicable provisions in the related Intercreditor Agreement.  During any Subordinate Control Period or Collective Consultation Period, the Special Servicer shall notify the Subordinate Class Representative (other than with respect to any Excluded Loan) of any inquiries or offers received regarding the sale of any Defaulted Mortgage Loan.  During any Collective Consultation Period or Senior Consultation Period, the Special Servicer shall notify the Trust Advisor of any inquiries or offers received regarding the sale of any Defaulted Mortgage Loan.
 
 
233
 
 
(c)           The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Trust Advisor (at any time other than a Subordinate Control Period), the Subordinate Class Representative (at any time other than during a Senior Consultation Period and other than with respect to any Excluded Loan) and the Majority Subordinate Certificateholder (at any time other than during a Senior Consultation Period and other than with respect to any Excluded Loan) not less than three (3) Business Days’ prior written notice of its intention to sell any Defaulted Mortgage Loan.  No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage Loan.  In no event shall the Trustee, in its individual capacity, offer for or purchase any Defaulted Mortgage Loan.
 
(d)           Whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination) for purposes of Section 3.18(b) of this Agreement shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person; provided that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties.  In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan, (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.  The appraiser conducting any such new Appraisal shall be a Qualified Appraiser selected by (i) the Special Servicer, if no Interested Person is so making an offer, or (ii) the Trustee, if an Interested Person is so making an offer.  The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance.  Notwithstanding the foregoing, but subject to the proviso in the first sentence of this paragraph, in the event that an offer from an Interested Person is equal to or in excess of the Purchase Price for such Mortgage Loan, then such offer shall be deemed to be a fair price and the Trustee shall not make such determination (provided that such offer is also the highest cash offer received and at least two independent offers have been received); provided that receipt by the Trustee of such offer pursuant to the applicable notice provisions set forth in Section 12.05 of this Agreement shall be deemed receipt by a Responsible Officer of the Trustee for the purpose of this sentence.  Where any Interested Person is among those submitting offers with respect to a Defaulted Mortgage Loan, the Special Servicer shall require that all offers be submitted to the Trustee in writing.  In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), and in determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Trustee or any Independent expert designated by the Trustee as described in the immediately following paragraph of this Section 3.18(d) shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.  The Purchase Price for any Defaulted Mortgage Loan shall in all cases be deemed a fair price (but subject to the proviso in the first sentence of this paragraph with respect to an offer from an Interested Person).
 
 
234
 
 
Notwithstanding anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate an Independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.  The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable from, the offering Interested Person, and to the extent not collected from such Interested Person within 30 days of request therefor, from the Collection Account; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
 
(e)           In the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the Special Servicer shall solicit offers for such Defaulted Mortgage Loan together with the related Serviced Companion Loan as a whole loan and shall require that all offers be submitted to the Trustee in writing and otherwise meet the requirements of the related Intercreditor Agreement.
 
Whether any cash offer constitutes a fair price for any such Serviced Loan Combination for purposes of Section 3.18(b) of this Agreement shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested SLC Person, and by the Trustee, if the highest offeror is an Interested SLC Person; provided that no offer from an Interested SLC Person for a Serviced Loan Combination shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other bona fide offers are received from independent third parties.  In determining whether any offer received from an Interested SLC Person represents a fair price for any such Serviced Loan Combination, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.  The appraiser conducting any such new Appraisal shall be a Qualified Appraiser selected by (i) the Special Servicer, if no Interested SLC Person is so making an offer, or (ii) the Trustee, if an Interested SLC Person is so making an offer.  The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance.  In determining whether any such offer from a Person other than an Interested SLC Person constitutes a fair price for any such Serviced Loan Combination, the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), and in determining whether any offer from an Interested SLC Person constitutes a fair price for any such Serviced Loan Combination, the Trustee or any Independent expert designated by the Trustee as described in the immediately following paragraph of this Section 3.18(e) shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged
 
 
235
 
 
Property and the state of the local economy.  The Trustee shall act in a commercially reasonable manner in making such determination.  Notwithstanding the foregoing, in the event that an offer from an Interested SLC Person is equal to or in excess of the Purchase Price for such Serviced Loan Combination, then the Trustee will not be required to make any such determination of fair price and such offer will be deemed to be a fair price (provided such offer is also the highest cash offer received and at least two independent offers have been received).  Further notwithstanding the foregoing, the Special Servicer shall not be permitted to sell the related Serviced Pari Passu Companion Loan without the written consent of the related Serviced Pari Passu Companion Loan Holder unless the Special Servicer has delivered to any Serviced Pari Passu Companion Loan Holder:  (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell any related Serviced Loan Combination; (b) at least ten (10) days prior to the proposed sale, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale, a copy of the most recent Appraisal for any such Serviced Loan Combination, and any documents in the Servicing File requested by any related Serviced Pari Passu Companion Loan Holder and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Subordinate Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Special Servicer in connection with the proposed sale; provided that the related Serviced Pari Passu Companion Loan Holder may waive any of the delivery or timing requirements set forth in this sentence.  Also notwithstanding the foregoing, the Special Servicer shall not be permitted to sell the related Serviced Subordinate Companion Loan except in accordance with the related Intercreditor Agreement.  Subject to the foregoing, each of the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan), the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan), any related Serviced Companion Loan Holder or a representative thereof shall be permitted to bid at any sale of the Mortgage Loan.
 
Notwithstanding anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested SLC Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate an Independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject Serviced Loan Combination, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Serviced Loan Combination.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.  The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable from, the offering Interested SLC Person, and to the extent not collected from such Interested SLC Person within 30 days of request therefor, from the Collection Account; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
 
(f)           The Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to solicit cash offers for each Administered REO Property in such manner as will be reasonably likely to realize a fair price (determined pursuant to Section 3.18(g) below) for any
 
 
236
 
 
Administered REO Property within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time period provided for by Section 3.16(a)).  The Special Servicer shall accept the first (and, if multiple cash offers are received by a specified offer date, the highest) cash offer received from any Person that constitutes a fair price (determined pursuant to Section 3.18(g) below) for such Administered REO Property.  If the Special Servicer reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 3.18(g) below) with respect to any Administered REO Property within the time constraints imposed by Section 3.16(a), then the Special Servicer shall, consistent with the Servicing Standard, dispose of such Administered REO Property upon such terms and conditions as it shall deem necessary and desirable to maximize the recovery thereon under the circumstances.
 
The Special Servicer shall give the Certificate Administrator, the Trustee, the Master Servicer, the Subordinate Class Representative (other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) not less than five (5) Business Days’ prior written notice (subject to any applicable provisions in the related Intercreditor Agreement) of its intention to sell any Administered REO Property pursuant to this Section 3.18(f).
 
No Mortgage Loan Seller, Certificateholder or any Affiliate of any such Person shall be obligated to submit an offer to purchase any Administered REO Property, and notwithstanding anything to the contrary herein, the Trustee, in its individual capacity, may not offer for or purchase any Administered REO Property pursuant hereto.
 
(g)           Whether any cash offer constitutes a fair price for any Administered REO Property for purposes of Section 3.18(f) above, shall be determined by the Special Servicer or, if such cash offer is from the Special Servicer or any Affiliate of the Special Servicer, by the Trustee.  In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents a fair price for any Administered REO Property, the Trustee shall be supplied with and shall be entitled to rely on the most recent Appraisal in the related Servicing File conducted in accordance with this Agreement within the preceding nine-month period (or, in the absence of any such Appraisal or if there has been a material change at the subject property since any such Appraisal, on a new Appraisal to be obtained by the Special Servicer, the cost of which shall be covered by, and be reimbursable as, a Servicing Advance).  The appraiser conducting any such new Appraisal shall be a Qualified Appraiser that is (i) selected by the Special Servicer if neither the Special Servicer nor any Affiliate thereof is submitting an offer with respect to the subject Administered REO Property and (ii) selected by the Trustee if either the Special Servicer or any Affiliate thereof is so submitting an offer.  Notwithstanding the foregoing, and subject to the last sentence of this paragraph, in the event that an offer from the Special Servicer or an Affiliate thereof is equal to or in excess of the Purchase Price for such REO Property, then the Trustee shall not make any determination of fair price and such offer shall be deemed to be a fair price (provided such offer is also the highest cash offer received and at least two independent offers have been received); provided that receipt by the Trustee of such offer pursuant to the applicable notice provisions set forth in Section 12.05 of this Agreement shall be deemed receipt by a Responsible Officer of the Trustee for the purpose of this sentence.  Where any Mortgage Loan Seller, any Certificateholder or any Affiliate of any such Person is among those submitting offers with respect to any Administered
 
 
237
 
 
REO Property, the Special Servicer shall require that all offers be submitted to it (or, if the Special Servicer or an Affiliate thereof is submitting an offer, be submitted to the Trustee) in writing and, if applicable, otherwise meet the requirements of the related Intercreditor Agreement.  In determining whether any offer from a Person other than any Mortgage Loan Seller, any Certificateholder or any Affiliate of any such Person constitutes a fair price for any Administered REO Property, the Special Servicer (or the Trustee, if applicable) shall take into account the results of any Appraisal or updated Appraisal that it or the Master Servicer may have obtained in accordance with this Agreement within the prior nine (9) months, as well as, among other factors, the occupancy level and physical condition of such Administered REO Property, the state of the then-current local economy and commercial real estate market where such Administered REO Property is located and the obligation to dispose of such Administered REO Property within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time period specified in Section 3.16(a)).  The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Trust Fund in connection with making any such determination.  The Purchase Price for any Administered REO Property (which, in connection with an Administered REO Property related to a Serviced Loan Combination, shall be construed and calculated with respect to the entire Serviced Loan Combination) shall in all cases be deemed a fair price.  Notwithstanding the other provisions of this Section 3.18, no cash offer from the Special Servicer or any Affiliate thereof shall constitute a fair price for any Administered REO Property unless such offer is the highest cash offer received and at least two Independent offers (not including the offer of the Special Servicer or any Affiliate) have been received.  In the event the offer of the Special Servicer or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall be solicited.  If an additional offer or offers, as the case may be, are received for any Administered REO Property and the original offer of the Special Servicer or any Affiliate thereof is the highest of all offers received, then the offer of the Special Servicer or such Affiliate shall be accepted, provided that the Trustee has otherwise determined, as provided above in Section 3.18(f), that such offer constitutes a fair price for the subject Administered REO Property.  Any offer by the Special Servicer for any Administered REO Property shall be unconditional; and, if accepted, the subject Administered REO Property shall be transferred to the Special Servicer without recourse, representation or warranty other than customary representations as to title given in connection with the sale of a real property.
 
Notwithstanding anything contained in the preceding paragraph to the contrary, and, if applicable, to the extent consistent with any related Intercreditor Agreement, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject mortgage loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such mortgage loan.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.  The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable from, the offering Interested Person, and to the extent not collected from such Interested Person within 30 days of
 
 
238
 
 
request therefor, from the Collection Account; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
 
(h)           Subject to Sections 3.18(a) through 3.18(g) above, the Special Servicer shall act on behalf of the Trust in negotiating with Independent third parties in connection with the sale of any Defaulted Mortgage Loan or Administered REO Property and taking any other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or Administered REO Property, and the collection of all amounts payable in connection therewith.  In connection with the sale of any Defaulted Mortgage Loan or Administered REO Property, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating offers without obligation to deposit such amounts into the Collection Account; provided that if the Special Servicer was previously reimbursed for such costs from the Collection Account, then the Special Servicer must deposit such amounts into the Collection Account.  Any sale of a Defaulted Mortgage Loan or any Administered REO Property shall be final and without recourse to the Trustee or the Trust, and if such sale is consummated in accordance with the terms of this Agreement, neither the Special Servicer nor the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.
 
(i)           Any sale of any Defaulted Mortgage Loan or Administered REO Property shall be for cash only.  The Special Servicer in its capacity as Special Servicer shall have no authority to provide financing to the purchaser.
 
(j)           With respect to any Non-Trust-Serviced Pooled Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term or other similar term is defined pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement and construed as if such Non-Trust-Serviced Pooled Mortgage Loan were a “Mortgage Loan” under such Non-Trust Pooling and Servicing Agreement), the liquidation of such Non-Trust-Serviced Pooled Mortgage Loan shall be administered by the related Non-Trust Special Servicer in accordance with the Non-Trust Pooling and Servicing Agreement and the related Intercreditor Agreement.  Any such sale of a Non-Trust-Serviced Pooled Mortgage Loan pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer or the Trustee shall have any liability to any Certificateholder with respect to the purchase price for such Non-Trust-Serviced Pooled Mortgage Loan accepted on behalf of the Trust.
 
(k)           If any Defaulted Mortgage Loan or REO Property is sold under this Section 3.18, or a Non-Trust-Serviced Pooled Mortgage Loan is sold in accordance with the related Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement, then the purchase price shall be deposited into the Collection Account or, if applicable, the Serviced Pari Passu Companion Loan Custodial Account, and the Trustee, upon receipt of written notice from the Master Servicer to the effect that such deposit has been made (based upon, in the case of a Defaulted Mortgage Loan or REO Property, notification by the Special Servicer to the Master Servicer of the amount of the purchase price), shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest ownership of such Mortgage Loan or Administered REO Property in the Person who purchased such Mortgage Loan or Administered REO Property.
 
 
239
 
 
(l)            Any purchaser of a Defaulted Mortgage Loan that has a related Serviced Companion Loan, whether pursuant to this Section 3.18 or pursuant to Section 2.03 or Section 9.01, will be subject to the related Intercreditor Agreement, including any requirements thereof governing who may be a holder of such Mortgage Loan.  The Special Servicer will require, in connection with such a sale of such a Defaulted Mortgage Loan, that the purchaser assume in writing all of the rights and obligations of the holder of such Mortgage Loan under the related Intercreditor Agreement.
 
(m)           In connection with the sale of any Defaulted Mortgage Loan (other than a Non-Trust-Serviced Pooled Mortgage Loan) under the provisions described in this Section 3.18 for an amount less than the Purchase Price, the Special Servicer shall obtain the approval of the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan) or consult with the Subordinate Class Representative (during any Collective Consultation Period and other than with respect to any Excluded Loan) and the Special Servicer shall consult with the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period), subject to the Special Servicer’s prevailing duty to comply with the Servicing Standard.  In addition, in considering such a sale, the Special Servicer shall consider the interests only of the Certificateholders and, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole, as if they together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).  In connection with any consultation with the Trust Advisor contemplated above in this Section 3.18(m), the Special Servicer shall provide the Trust Advisor with any relevant information reasonably requested by the Trust Advisor in order to enable it to consult with the Special Servicer.
 
(n)           Notwithstanding any of the foregoing paragraphs of this Section 3.18, the Special Servicer shall not be obligated to accept the highest cash offer if the Special Servicer determines (in accordance with the Servicing Standard and, to the extent a Subordinate Control Period is then in effect, with the consent or deemed consent of the Subordinate Class Representative (other than with respect to any Excluded Loan), and, to the extent a Collective Consultation Period is then in effect, in consultation with the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Trust Advisor, and, to the extent a Senior Consultation Period is then in effect, in consultation with the Trust Advisor), that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if they together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced
 
 
240
 
 
Companion Loan Holder(s) (as a collective whole as if they together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)).  In connection with any consultation with the Trust Advisor contemplated above in this Section 3.18(n), the Special Servicer shall provide the Trust Advisor with any relevant information reasonably requested by the Trust Advisor in order to enable it to consult with the Special Servicer.
 
Section 3.19     Additional Obligations of Master Servicer and Special Servicer.  (a) Within sixty (60) days (or within such longer period as the Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for sixty (60) days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, (v) any Monthly Payment (other than a Balloon Payment) becomes sixty (60) days or more delinquent, or (vi) the related Borrower fails to make when due any Balloon Payment and the Borrower does not deliver to the Master Servicer or the Special Servicer, on or before the Due Date of the Balloon Payment, a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer (and the Master Servicer shall promptly forward such commitment to the Special Servicer) which provides that such refinancing will occur within 120 days after the date on which the Balloon Payment will become due (provided that if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any P&I Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately) (each such event, an “Appraisal Trigger Event” and each such Serviced Mortgage Loan and any related REO Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a “Required Appraisal Loan”), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior nine (9) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer’s reasonable judgment would materially affect the value of the Mortgaged Property.  If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer.  Promptly following the receipt of, and based upon, such Appraisal and receipt of information requested by the Special Servicer from the Master Servicer pursuant to the last paragraph of this Section 3.19(a), the Special Servicer, in consultation with (i) the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan) or (ii) one or more of the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Trust Advisor, under the procedures set forth in Sections 3.28(d) and 3.28(e) (during any Collective Consultation Period or Senior Consultation Period), shall determine and report to the Certificate Administrator, the Trustee and the Master Servicer the then-applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan.  For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Mortgage Loan with an aggregate outstanding principal balance of less than
 
 
241
 
 
$2,000,000 only, consist solely of an internal valuation performed by the Special Servicer.  In connection with a Mortgaged Property related to any Serviced Loan Combination, the Special Servicer shall also determine and report to the Trustee, the Master Servicer, the Subordinate Class Representative (other than with respect to any Serviced Loan Combination that is an Excluded Loan), any related Serviced Companion Loan Holder(s) and the related Other Master Servicer the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Loan Combination (calculated, for purposes of this sentence, as if it were a single Mortgage Loan and, in the case of a Serviced A/B Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan).
 
A Serviced Mortgage Loan shall cease to be a Required Appraisal Loan if and when, following the occurrence of the most recent Appraisal Trigger Event, any and all Servicing Transfer Events with respect to such Mortgage Loan have ceased to exist and no other Appraisal Trigger Event has occurred with respect thereto during the preceding ninety (90) days.
 
For so long as any Serviced Mortgage Loan or related REO Mortgage Loan remains a Required Appraisal Loan, the Special Servicer shall, every nine (9) months after such Mortgage Loan becomes a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a Stated Principal Balance of less than $2,000,000, at the Special Servicer’s option, conduct) an update of the prior Appraisal.  If such update is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer.  Promptly following the receipt of, and based upon, such update, the Special Servicer shall redetermine, in consultation with (i) the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan) or (ii) one or more of the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Trust Advisor, under the procedures set forth in Sections 3.28(d) and 3.28(e) (during any Collective Consultation Period or Senior Consultation Period), and report to the Certificate Administrator, the Trustee and the Master Servicer, the then-applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan.  In connection with a Mortgaged Property related to any Serviced Loan Combination, promptly following the receipt of, and based upon, such update, the Special Servicer shall also redetermine, and report to the Trustee, the Master Servicer, the Subordinate Class Representative and related Serviced Companion Loan Holder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Loan Combination (calculated, for purposes of this sentence, as if it were a single Mortgage Loan and, in the case of a Serviced A/B Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan).
 
Notwithstanding the foregoing, but subject to the final paragraph of this Section 3.19(a), solely for purposes of determining whether a Subordinate Control Period is in effect (and the identity of the Subordinate Class), whenever the Special Servicer is required to obtain an Appraisal or updated Appraisal under this Agreement, the Subordinate Class Representative shall have the right, exercisable within ten (10) Business Days after the Special Servicer’s report of the resulting Appraisal Reduction Amount, to direct the Special Servicer to hire a Qualified Appraiser reasonably satisfactory to the Subordinate Class Representative to prepare a second Appraisal of the Mortgaged Property at the expense of the Subordinate Class Representative.  The Special Servicer must use reasonable efforts to cause the delivery of such second Appraisal
 
 
242
 
 
within thirty (30) days following the direction of the Subordinate Class Representative.  Within ten (10) Business Days following its receipt of such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal and receipt of information requested from the Master Servicer reasonably required to perform such recalculation of the Appraisal Reduction Amount, any recalculation of the Appraisal Reduction Amount is warranted and, if so, the Special Servicer shall recalculate the applicable Appraisal Reduction Amount on the basis of such second Appraisal and receipt of information requested by the Special Servicer from the Master Servicer pursuant to the last paragraph of this Section 3.19(a).  Solely for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class:
 
(i)           the first Appraisal shall be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, and such second Appraisal is not received by the Special Servicer (using efforts consistent with the Servicing Standard to obtain such Appraisal) within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and
 
(ii)          if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective.
 
In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Serviced Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard.  Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information.  If required by any such recalculation, any applicable Class of Principal Balance Certificates
 
 
243
 
 
notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect.  With respect to each Class of Control-Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Serviced Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated.
 
With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates shall be treated as a single Class in such notional allocation; provided, however, that for the purposes of such allocation, Appraisal Reduction Amounts shall be allocated to the respective Class PEX Components rather than to the Class PEX Certificates, and for the purposes of such allocation (A) the Class A-S Certificates and the Class A-S-PEX Component shall be considered as if they together constitute a single “Class” with an alphanumeric designation of “A-S”, (B) the Class B Certificates and the Class B-PEX Component shall be considered as if they together constitute a single “Class” with an alphanumeric designation of “B”, and (C) the Class C Certificates and the Class C-PEX Component shall be considered as if they together constitute as single “Class” with an alphanumeric designation of “C”.
 
The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount or updated Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence.
 
(b)           Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or Administered REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall either (i) make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or Administered REO Property that constitutes an Emergency Advance or (ii) notify the Master
 
 
244
 
 
Servicer no later than one (1) Business Day after the Special Servicer acquires actual knowledge of the need for such Emergency Advance on a Specially Serviced Mortgage Loan or Administered REO Property and request the Master Servicer to make such Emergency Advance.  Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance).  The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request.  If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or Administered REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance).  The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same manner and to the same extent as the Master Servicer is entitled with respect to any other Servicing Advances made thereby.  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, on which deemed determination the Master Servicer is entitled to rely.  The preceding statement shall not be construed to limit the right of the Special Servicer under Section 3.11(i) with respect to the payment of any servicing expense that, if advanced, would constitute a Nonrecoverable Servicing Advance.  If the Special Servicer makes an Emergency Advance, the Master Servicer shall reimburse the Special Servicer for such Emergency Advance (with Advance Interest thereon at the Reimbursement Rate) within five (5) Business Days following the Special Servicer’s request for reimbursement (which request shall be accompanied by such information and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request), upon which reimbursement the Master Servicer will be deemed to have made such Emergency Advance when the Special Servicer made such Emergency Advance.
 
Notwithstanding the foregoing provisions of this Section 3.19(b), the Master Servicer shall not be required to reimburse the Special Servicer for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.  The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).
 
 
245
 
(c)           The Master Servicer shall deliver to the Certificate Administrator for deposit in the Distribution Account by 1:00 p.m. (New York City time) on the Master Servicer Remittance Date, without any right of reimbursement therefor, a cash payment (a “Compensating Interest Payment”) in an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans (other than Specially Serviced Mortgage Loans and Serviced Mortgage Loans on which the Special Servicer allowed or consented to the Master Servicer allowing a Principal Prepayment on such Serviced Mortgage Loan on a date other than the applicable Due Date) during the related Collection Period, and (ii) the aggregate of (A) that portion of its Master Servicing Fees earned by the Master Servicer for the related Distribution Date that is, in the case of each and every Serviced Mortgage Loan and REO Mortgage Loan for which such Master Servicing Fees are being paid in the related Collection Period, calculated for this purpose at one (1) basis point (0.01%) per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during the related Collection Period; provided that the Master Servicer shall pay (without regard to clause (ii) above) the amount of any Prepayment Interest Shortfall otherwise described in clause (i) above incurred in connection with any Principal Prepayment received in respect of a Serviced Mortgage Loan during the related Collection Period to the extent such Prepayment Interest Shortfall occurs as a result of the Master Servicer allowing the related Borrower to deviate from the terms of the related Mortgage Loan Documents regarding Principal Prepayments (other than (w) subsequent to a default under the related Mortgage Loan Documents, (x) pursuant to applicable law or a court order (including in connection with amounts collected as Insurance Proceeds or Condemnation Proceeds to the extent that such applicable law or court order limits the ability of the Master Servicer to apply the proceeds in accordance with the related Mortgage Loan Documents), (y) at the request or with the consent of the Special Servicer, or (z) during any Subordinate Control Period or Collective Consultation Period, (other than with respect to any Excluded Loan) at the request or with the consent of the Subordinate Class Representative).
 
The rights of the Certificateholders to offsets of any Prepayment Interest Shortfalls shall not be cumulative from Collection Period to Collection Period.
 
(d)           Subject to the consent rights and process set forth in Section 3.24(c) with respect to Material Actions, the Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance with the terms of the related Mortgage Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided, that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement).  With respect to each Serviced Mortgage Loan that is to be defeased in accordance with its terms, the Master Servicer shall execute and deliver to each Rating Agency (subject to Section 3.27) a certification substantially in the form attached hereto as Exhibit N and, further, shall, to the extent permitted by the terms of such Mortgage Loan, require the related Borrower (i) to provide replacement collateral consisting of U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act in an amount sufficient to make all scheduled payments under the subject Serviced Mortgage Loan (or defeased portion thereof) when due (and assuming, in the case of an ARD Mortgage Loan, to the extent consistent with the related Mortgage Loan Documents, that the subject ARD Mortgage Loan matures on its Anticipated Repayment Date), (ii) to deliver a certificate from an
 
 
246
 
 
independent certified public accounting firm certifying that the replacement collateral is sufficient to make such payments, (iii) at the option of the Master Servicer, to designate a single purpose entity (which may be (but is not required to be) a subsidiary of the Master Servicer established for the purpose of assuming all defeased Serviced Mortgage Loans) to assume the subject Serviced Mortgage Loan (or defeased portion thereof) and own the defeasance collateral, (iv) to implement such defeasance only after the second anniversary of the Closing Date, (v) to provide an Opinion of Counsel that the Trustee has a perfected, first priority security interest in the new collateral, and (vi) in the case of a partial defeasance of the subject Serviced Mortgage Loan, to defease a principal amount equal to at least 125% of the allocated loan amount for the Mortgaged Property or Properties to be released; provided that, if (A) the subject Serviced Mortgage Loan has a Cut-off Date Principal Balance greater than or equal to $35,000,000 or an outstanding principal balance greater than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage Pool or is one of the ten largest Mortgage Loans then in the Trust Fund, (B) the terms of the subject Serviced Mortgage Loan do not permit the Master Servicer to impose the foregoing requirements and the Master Servicer does not satisfy such requirements on its own or (C) the Master Servicer is unable to execute and deliver the certification attached hereto as Exhibit N in connection with the subject defeasance, then the Master Servicer shall so notify the Rating Agencies (subject to Section 3.27), the Subordinate Class Representative and the Majority Subordinate Certificateholder and, if any Mortgage Loan in a Serviced Loan Combination is involved, the related Serviced Companion Loan Holder(s) and, so long as such a requirement would not violate applicable law or the Servicing Standard, obtain a Rating Agency Confirmation (subject to Section 3.27) with respect to such defeasance.  Subject to the related Mortgage Loan Documents and applicable law, the Master Servicer shall not permit a defeasance unless (i) the subject Serviced Mortgage Loan requires the Borrower to pay (or the Borrower in fact pays) all Rating Agency fees associated with defeasance (if a Rating Agency Confirmation is a specific condition precedent thereto) and all expenses associated with defeasance or other arrangements for payment of such costs are made at no expense to the Trust Fund or the Master Servicer (provided that in no event shall such proposed other arrangements result in any liability to the Trust Fund including any indemnification of the Master Servicer or the Special Servicer which may result in legal expenses to the Trust Fund), and (ii) the Borrower is required to provide all Opinions of Counsel, including Opinions of Counsel that the defeasance will not cause an Adverse REMIC Event or an Adverse Grantor Trust Event and that the related Mortgage Loan Documents are fully enforceable in accordance with their terms (subject to bankruptcy, insolvency and similar standard exceptions), and any applicable Rating Agency Confirmations.
 
(e)           In connection with the Serviced Mortgage Loans or any Serviced Companion Loan for which the related Borrower was required to escrow funds or post a Letter of Credit related to obtaining performance objectives, such as targeted debt service coverage levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the discretion to retain the cash or Letter of Credit (or the proceeds of such Letters of Credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer shall hold such escrows or Letters of Credit (or the proceeds of such Letters of Credit) as additional collateral and not use such funds to reduce the principal balance of the related Mortgage Loan or Serviced Companion Loan (to the extent the related Mortgage Loan Documents allow such action), unless holding such funds would otherwise be inconsistent with the Servicing Standard.
 
 
247
 
 
Section 3.20     Modifications, Waivers, Amendments and Consents.  (a) The Special Servicer (in the case of a Specially Serviced Mortgage Loan) or the Master Servicer (in the case of a Performing Serviced Mortgage Loan or Performing Serviced Companion Loan) may (consistent with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the release, addition or substitution of collateral securing, and/or permit the release, addition or substitution of the Borrower on or any guarantor of, any Serviced Mortgage Loan for which it is responsible, and respond to or approve Borrower requests for consent on the part of the mortgagee (including the lease reviews and lease consents related thereto), subject, however, to Sections 3.08, 3.24, 3.26, and/or 3.28, as applicable, and, in the case of each Mortgage Loan in a Serviced Loan Combination, to the rights of third parties set forth in the related Intercreditor Agreement, and, further to each of the following limitations, conditions and restrictions:
 
(i)           other than as expressly set forth in Section 3.02 (with respect to Default Charges and Post-ARD Additional Interest), Section 3.07 (insurance), Section 3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests in Borrowers), Section 3.19(d) (with respect to defeasances), and Section 3.20(f) (with respect to various routine matters), the Master Servicer shall not agree to or consent to a request for any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan or Serviced Companion Loan, that would (x) affect the amount or timing of any related payment of principal, interest or other amount payable under such Mortgage Loan, (y) materially and adversely affect the security for such Serviced Mortgage Loan or Serviced Companion Loan, or (z) constitute a Material Action (including any Material Action in connection with a defeasance), unless (solely in the case of a Performing Serviced Mortgage Loan or Performing Serviced Companion Loan) the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the Master Servicer shall promptly provide the Special Servicer with (x) written notice of any Borrower request for such modification, waiver or amendment, (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, (B) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to Sections 3.24 and/or 3.26, as applicable), and (C) any such consent shall be deemed to have been granted if such consent has not been expressly denied within (x), for consents other than on a Serviced Loan Combination, fifteen (15) Business Days (or in connection with an Acceptable Insurance Default, ninety (90) days) 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 and (y), for consents on a Serviced Loan Combination, ten (10) Business Days (or, in connection with an Acceptable Insurance Default with respect to a Serviced Loan Combination, thirty (30) days) after the time period provided in the related Intercreditor Agreement (provided that such time period shall be deemed to have commenced upon the Special Servicer’s receipt from the Master Servicer of the Master
 
 
248
 
 
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).  If consent to a matter processed by the Master Servicer and for which the Master Servicer is required to obtain the consent of the Special Servicer pursuant to this clause (i) is granted or deemed to have been granted by the Special Servicer, then the Master Servicer will be responsible for entering into the relevant documentation;
 
(ii)          other than as provided in Sections 3.02, 3.08, and 3.20(e), the Special Servicer shall not agree to (or, in the case of a Performing Serviced Mortgage Loan or Performing Serviced Companion Loan, consent to the Master Servicer’s agreeing to) any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Mortgage Loan or Performing Serviced Companion Loan, consent to the Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage Loan or Serviced Companion Loan that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer, would materially impair the security for such Mortgage Loan or Serviced Companion Loan, unless a material default on such Mortgage Loan or Serviced Companion Loan has occurred or, in the reasonable judgment of the Special Servicer, a default with respect to payment on such Mortgage Loan or Serviced Companion Loan at maturity or on an earlier date is reasonably foreseeable, or the Special Servicer reasonably believes that there is a significant risk of such a default, and, in either case, such modification, waiver, amendment or other action is reasonably likely to produce an equal or a greater recovery to Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)), as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)) to be done at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate (or, 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), than would liquidation; provided that (A) any modification, extension, waiver or amendment of the payment terms of any related Serviced Loan Combination shall be structured in a manner so as to be consistent with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Intercreditor Agreement, it being the intention that neither the Trust as holder of the related Mortgage Loan nor any Serviced Companion Loan Holder shall gain a priority over any other with respect to any payment, which priority is not, as of the date of the related Intercreditor Agreement, reflected in the related Mortgage Loan Documents, including the related Intercreditor Agreement; and (B) to the extent consistent with the Servicing Standard, no waiver, reduction or deferral of any particular amounts due on the related Mortgage Loan shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the related Serviced Companion Loan;
 
 
249
 
 
(iii)         neither the Master Servicer nor the Special Servicer shall extend the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond the earlier of (A) five years prior to the Rated Final Distribution Date and (B) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the related Ground Lease or Space Lease, ten years) prior to the end of the then-current term of the related Ground Lease or Space Lease (plus any unilateral options to extend);
 
(iv)        neither the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan or Serviced Loan Combination that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect with to the Grantor Trust Pool (the Master Servicer and the Special Servicer shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions of Counsel in making such decisions);
 
(v)         (A) in the event of a taking of any portion of any real property collateral securing an outstanding Serviced Mortgage Loan by a state, political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement in anticipation of such condemnation or other similar legal proceeding, the Master Servicer or the Special Servicer, as the case may be, shall apply the Condemnation Proceeds (or other similar award) and the net proceeds from the receipt of any insurance or tort settlement with respect to such real property to pay down the principal balance of the Serviced Mortgage Loan, unless immediately after the release of such portion of the real property collateral, the Master Servicer or the Special Servicer, as the case may be, reasonably believes that the Serviced Mortgage Loan would remain “principally secured by an interest in real property” within the meaning of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into account the value of the real property continuing to secure such Serviced Mortgage Loan after any restoration of such real property), or as may be permitted by IRS Revenue Procedure 2010-30, 2010-36 I.R.B. 316 (the Master Servicer and the Special Servicer may each rely on Opinions of Counsel in making such decisions, the costs of which shall be covered by, and reimbursable as, Servicing Advances) and (B) in connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Mortgage (other than in connection with a defeasance) or (ii) the taking of any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents require the Master Servicer or Special Servicer, as applicable, to calculate (or approve the calculation by the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation of the value of collateral will be solely based on the real property included therein and exclude personal property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an Opinion of Counsel provided to the Trustee;
 
 
250
 
 
(vi)        subject to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced Mortgage Loan unless all related fees and expenses are paid by the Borrower;
 
(vii)       the Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the Master Servicer’s permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then-applicable environmental laws or regulations and (B) received, at the expense of the related Borrower to the extent permitted to be charged by the holder of the Serviced Mortgage Loan under the related Mortgage Loan Documents, a Rating Agency Confirmation with respect to the addition or substitution of real estate collateral (and, in the case of any Serviced Loan Combination an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k)); and
 
(viii)       the Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the Master Servicer’s releasing), including, without limitation, in connection with a substitution contemplated by clause (vii) above, any real property collateral securing an outstanding Serviced Mortgage Loan or Serviced Loan Combination, except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents, except where a Mortgage Loan or Serviced Companion Loan (or, in the case of a Cross-Collateralized Group, where such entire Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies (and, in the case of a Serviced Loan Combination, the Companion Loan Rating Agencies, if applicable) (subject to Section 3.27) have been notified in writing, and (B) if the collateral to be released has an appraised value in excess of $3,000,000, such release is the subject of a Rating Agency Confirmation (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k));
 
provided that the limitations, conditions and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan or Serviced Companion Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided that in the case of any
 
 
251
 
 
and all transactions involving a release of a lien on real property that secures a Serviced Mortgage Loan or Serviced Loan Combination, such a lien release shall be permitted only if the related Serviced Mortgage Loan or Serviced Loan Combination will continue to be “principally secured by real property” after the lien is released, or if it would not be, the release is permitted under IRS Revenue Procedure 2010-30, 2010-36 I.R.B. 316); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Borrower under a Serviced Mortgage Loan or Serviced Loan Combination if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar.
 
(b)           If any payment of interest on a Serviced Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment of interest shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or that such interest may actually be capitalized; provided that this sentence shall not limit the rights of the Master Servicer or the Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Mortgage Loan.
 
(c)           Each of the Master Servicer and the Special Servicer may, as a condition to its granting any request by a Borrower under a Serviced Mortgage Loan or Serviced Companion Loan for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Borrower pay to it a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it; provided that (A) the charging of such fees would not otherwise constitute a “significant modification” of the subject Mortgage Loan or Serviced Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b); (B) the right of the Special Servicer shall be limited as set forth in the definition of “Modification Fees”; and (C) in connection with any request by the Borrower for a modification, waiver or amendment of any provision of the Mortgage Loan Documents that is made to correct any manifest, typographical or grammatical errors therein or to correct or supplement any inconsistent or defective provisions therein, and such modification, waiver or amendment does not affect any economic term of the Mortgage Loan or is otherwise immaterial, the Master Servicer and the Special Servicer shall be permitted to require that the Borrower pay any costs and expenses incurred by it and a nominal processing fee for the services performed in connection with such request.
 
(d)           All modifications, amendments, material waivers and other Material Actions entered into or taken in respect of the Serviced Mortgage Loans or Serviced Companion Loan pursuant to this Section 3.20 (other than waivers of Default Charges), and all material consents, shall be in writing.  Each of the Special Servicer and the Master Servicer shall notify the other such party, each Rating Agency (subject to Section 3.27), the Certificate Administrator, the Trustee, the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period and other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder (during any Subordinate Control Period and any Collective Consultation Period and other than with respect to any Excluded Loan) and, if the Mortgage
 
 
252
 
 
Loan is included in any Serviced Loan Combination, the related Serviced Companion Loan Holder(s), in writing, of any material modification, waiver, amendment or other action entered into or taken thereby in respect of any Serviced Mortgage Loan or Serviced Companion Loan pursuant to this Section 3.20 (other than waivers of Default Charges for which the consent of the Special Servicer is required under Section 3.02) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File (with a copy to the other such party and, if the Mortgage Loan is included in a Serviced Loan Combination, the related Serviced Companion Loan Holder), an original counterpart of the agreement relating to such modification, waiver, amendment or other action agreed to or taken by it, promptly (and in any event within ten (10) Business Days) following the execution thereof.  In addition, following the execution of any modification, waiver or amendment agreed to by the Special Servicer or the Master Servicer, as appropriate, pursuant to Section 3.20(a) above, the Special Servicer or the Master Servicer, as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee and the Rating Agencies (subject to Section 3.27) and, if affected, any related Serviced Companion Loan Holder, an Officer’s Certificate certifying that all of the requirements of Section 3.20(a) have been met and, in the case of the Special Servicer, setting forth in reasonable detail the basis of the determination made by it pursuant to Section 3.20(a)(ii); provided that, if such modification, waiver or amendment involves an extension of the maturity of any Serviced Mortgage Loan, such Officer’s Certificate shall be so delivered before the modification, waiver or amendment is agreed to.  Copies of any such notice and documents prepared or received by the Special Servicer with respect to any Serviced Mortgage Loan shall be furnished to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) in connection with any consultation with respect to such Mortgage Loan that the Trust Advisor is then entitled to engage in under any other provision of this Agreement.
 
(e)           With respect to any Performing Mortgage Loan that is an ARD Mortgage Loan after its Anticipated Repayment Date, the Master Servicer shall be permitted to waive (such waiver to be in writing addressed to the related Borrower, with a copy to the Trustee and the Certificate Administrator) all or any portion of the accrued Post-ARD Additional Interest in respect of such ARD Mortgage Loan if (i) the related Borrower has requested the right to prepay such ARD Mortgage Loan in full together with all payments required by the related Mortgage Loan Documents in connection with such prepayment except for such accrued Post-ARD Additional Interest, and (ii) the Master Servicer has determined, in its reasonable judgment, that waiving such Post-ARD Additional Interest is in accordance with the Servicing Standard.  The Master Servicer shall prepare all documents necessary and appropriate to effect any such waiver and shall coordinate with the related Borrower for the execution and delivery of such documents.  The Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer, any Certificateholder or obtain any Rating Agency Confirmation in connection with such a waiver.
 
(f)           Notwithstanding anything in this Section 3.20 or in Section 3.08, Section 3.24 and/or Section 3.26 to the contrary, the Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer or any Certificateholder or Serviced Companion Loan Holder or obtain any Rating Agency Confirmation (unless required by the Mortgage Loan Documents) in order to approve the following modifications, waivers or amendments of the Performing Serviced Mortgage Loans:
 
 
253
 
 
(i)           waivers of minor covenant defaults (other than financial covenants), including late financial statements;
 
(ii)          releases of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related Mortgage Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release 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 release set forth in the related Mortgage Loan Documents that do not include any other approval or exercise)) and such release is made as required by the related Mortgage Loan Documents or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property);
 
(iii)        grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to the related Serviced Mortgage Loan or Serviced Companion Loan;
 
(iv)        granting other routine approvals, including the granting of subordination and nondisturbance and attornment agreements and consents involving routine leasing activities that (1) do not involve a ground lease or lease of an outparcel and (2) affect an area less than the lesser of (or, in the case of any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, the greater of) (a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged Property (but, the Master Servicer shall deliver to the Subordinate Class Representative and the Majority Subordinate Certificateholder copies of any such approvals granted by the Master Servicer and any other leasing matters shall be subject to the operation of Section 3.20(a) and Section 3.24(c));
 
(v)         approvals of annual budgets to operate a Mortgaged Property, other than a budget with (1) a material (more than 15%) increase in operating expenses or (2) payments to entities actually known by the Master Servicer to be affiliates of the related Borrower (excluding payments to affiliated entities agreed to at the origination of the related Mortgage Loan or previously agreed by the Special Servicer);
 
(vi)        approving a change of the property manager that does not otherwise constitute a Material Action pursuant to clause (x) of the definition thereof at the request of the related Borrower (provided that the related Mortgaged Property is not a hospitality property and either (A) the change occurs in connection with an assignment and assumption approved in accordance with Section 3.08 or (B) the successor property manager is not affiliated with the Borrower and is a nationally or regionally recognized manager of similar properties and the related Serviced Mortgage Loan does not have a Stated Principal Balance that is greater than or equal to $8,500,000 or 2% of the then-aggregate Stated Principal Balance of the Mortgage Pool, whichever is less;
 
 
254
 
 
(vii)       any releases or reductions of or withdrawals from (as applicable) any Letters of Credit, Reserve Funds or other Additional Collateral with respect to any Mortgaged Property securing a Mortgage Loan where the release or reduction of or withdrawal from (as applicable) the applicable Letter of Credit, Reserve Funds or Additional Collateral is not conditioned on obtaining the consent of the lender and the conditions to the release, reduction or withdrawal (as applicable) that are set forth in the related Mortgage Loan Documents do not include the approval of the lender or 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); or
 
(viii)      modifications to cure any ambiguity in, or to correct or supplement any provision of an Intercreditor Agreement to the extent permitted therein without obtaining any Rating Agency Confirmation, except that (other than with respect to any Excluded Loan) the Subordinate Class Representative’s consent shall be required for any such modification to an Intercreditor Agreement during any Subordinate Control Period;
 
provided that such modification, waiver, consent or amendment (A) would not constitute a “significant modification” of the subject Serviced Mortgage Loan or Serviced Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b), would not cause any Serviced Mortgage Loan or Serviced Loan Combination to cease to be treated as “principally secured by real property” and would not otherwise constitute an Adverse REMIC Event with respect to REMIC I, REMIC II or REMIC III or constitute an Adverse Grantor Trust Event with respect to the Grantor Trust Pool, and (B) would be consistent with the Servicing Standard.
 
(g)           If and to the extent that the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Trust-Serviced Pooled Mortgage Loan, the Master Servicer shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(g), subject to the same conditions and/or restrictions, as if such Non-Trust-Serviced Pooled Mortgage Loan was a Performing Serviced Mortgage Loan.  Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a Performing Serviced Mortgage Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Trust-Serviced Pooled Mortgage Loan.
 
(h)           The Master Servicer shall, as to each Serviced Mortgage Loan or Serviced Loan Combination that is secured by an interest listed on the Mortgage Loan Schedule as a leasehold interest, in accordance with the related Mortgage Loan Documents, promptly (and, in any event, within forty-five (45) days) after the Closing Date (or, if later, ten (10) Business Days after its receipt of a copy of the related Ground Lease or Space Lease) notify the related lessor of the transfer of such Mortgage Loan or Serviced Loan Combination to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease or Space Lease should thereafter be forwarded to the Master Servicer.
 
 
255
 
 
(i)           In connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Serviced Mortgage Loan or (ii) the taking of any portion of a Mortgaged Property securing a Serviced Mortgage Loan by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property or the fair market value of the real property constituting the remaining Mortgaged Property, for purposes of REMIC qualification of the related Serviced Mortgage Loan, then such calculation shall include only the value of the real property constituting the remaining Mortgaged Property.
 
Section 3.21     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.  (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Serviced Mortgage Loan or Serviced Loan Combination, the Master Servicer shall promptly give notice thereof to the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) (and to the related Serviced Companion Loan Holder(s)), and if the Master Servicer is not also the Special Servicer, the Master Servicer shall promptly give notice thereof to the Special Servicer, the Trust Advisor and the Trustee, and shall deliver the related Servicing File to the Special Servicer and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Mortgage Loan or Serviced Loan Combination and reasonably requested by the Special Servicer to enable the Special Servicer to assume its functions hereunder with respect thereto without acting through a Sub-Servicer.  The information, documents and records to be delivered by the Master Servicer to the Special Servicer pursuant to the prior sentence shall include, but not be limited to, financial statements, appraisals, environmental/engineering reports, leases, rent rolls, Insurance Policies, UCC Financing Statements and tenant estoppels, to the extent they are in the possession of the Master Servicer (or any Sub-Servicer thereof).  The Master Servicer shall use its best reasonable efforts to comply with the preceding two sentences within five (5) Business Days of the occurrence of each related Servicing Transfer Event.
 
Upon determining that a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan and if the Master Servicer is not also the Special Servicer, the Special Servicer shall immediately give notice thereof to the Master Servicer, the Trust Advisor, the Trustee, the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) (and to the related Serviced Companion Loan Holder(s)) and shall return the related Servicing File within five (5) Business Days to the Master Servicer.  Upon giving such notice and returning such Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Serviced Mortgage Loan or Serviced Loan Combination and the Special Servicer’s right to receive the Special Servicing Fee with respect to such Serviced Mortgage Loan or Serviced Loan Combination, shall terminate, and the obligations of the Master Servicer to service and administer such Serviced Mortgage Loan or Serviced Loan Combination shall resume.
 
Notwithstanding anything herein to the contrary, in connection with the transfer to the Special Servicer of the servicing of a Cross-Collateralized Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of servicing responsibilities by the Master
 
 
256
 
 
Servicer with respect to any such Cross-Collateralized Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer and the Special Servicer shall each transfer to the other, as and when applicable, the servicing of all other Cross-Collateralized Mortgage Loans constituting part of the same Cross-Collateralized Group; provided that no Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at any time that a continuing Servicing Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized Group.
 
(b)           In servicing any Specially Serviced Mortgage Loan, the Special Servicer shall provide to the Custodian originals of documents contemplated by the definition of “Mortgage File” and generated while the subject Serviced Mortgage Loan is a Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File (with a copy of each such original to the Master Servicer), and copies of any additional related Mortgage Loan information, including correspondence with the related Borrower generated while the subject Serviced Mortgage Loan is a Specially Serviced Mortgage Loan.
 
(c)           The Master Servicer and the Special Servicer shall each furnish to the other, upon reasonable request, such reports, documents, certifications and information in its possession, and access to such books and records maintained thereby, as may relate to any Serviced Mortgage Loan or Administered REO Property and as shall be reasonably required by the requesting party in order to perform its duties hereunder.
 
(d)           In connection with the performance of its obligations hereunder with respect to any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property, each of the Master Servicer and the Special Servicer shall be entitled to rely upon written information provided to it by the other.
 
(e)           Subject to the provisions of the following sentence, until such time as a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, neither the Special Servicer nor any of its Affiliates shall contact the related Borrower or any key principal of such Borrower about such Serviced Mortgage Loan without the prior consent of the Master Servicer; provided that the Special Servicer or its Affiliates may conduct promotions which are directed generally to commercial mortgage loan borrowers, originators and mortgage brokers, including, without limitation, mass mailings based upon commercially acquired mailing lists or information generally available in the public domain, newspaper, radio, television or print advertisements, or take actions in connection with servicing the refinancing needs of a Borrower who, without such direct or indirect solicitation by the Special Servicer, contacts the Special Servicer with the purpose of refinancing such Serviced Mortgage Loan.  The Special Servicer and its Affiliates shall not use any information obtained in its capacity as Special Servicer or, if applicable, as a Certificateholder, to solicit any Borrower or a key principal of such Borrower or any mortgage broker to permit the Special Servicer or any of its Affiliates to refinance a Serviced Mortgage Loan transferred to the Trust by a Mortgage Loan Seller that is not affiliated with the Special Servicer or such Certificateholder, including, without limitation, (i) the name, address, phone number or other information regarding such Borrower or a key principal of such Borrower, or (ii) information related to the related Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) or Mortgaged Property including, without limitation, the maturity date, the interest rate, the prepayment provisions, or any operating or other financial information; provided that
 
 
257
 
 
such limitation on the solicitation of refinancing shall not prevent the Special Servicer from pursuing such refinancing for (y) any Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan, or (z) any Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) that is within 180 days of its Stated Maturity Date (or if such Mortgage Loan is an ARD Mortgage Loan, its Anticipated Repayment Date) if, after written inquiry by the Special Servicer to the Master Servicer, the Master Servicer indicates that the Borrower has not obtained a written commitment for refinancing.
 
Section 3.22     Sub-Servicing Agreements.  (a) Each of the Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder, provided that (A) in each case, the Sub-Servicing Agreement (as it may be amended or modified from time to time):  (i) insofar as it affects the Trust, is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the Master Servicer or Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), any successor to the Master Servicer or the Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer or Special Servicer, as the case may be, under such agreement or, other than in the case of any Designated Sub-Servicing Agreement, terminate such rights and obligations without payment of any fee; (iii) prohibits the Sub-Servicer (other than a Designated Sub-Servicer) from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Master Servicer would be prohibited from taking hereunder; (iv) if it is entered into by the Master Servicer, does not purport to delegate or effectively delegate to the related Sub-Servicer any of the rights or obligations of the Special Servicer with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the Master Servicer or Special Servicer, as the case may be, thereunder as contemplated by clause (A)(ii) above) none of the Trustee, any successor to the Master Servicer or Special Servicer, as the case may be, or any Certificateholder (or, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)) shall have any duties under such agreement or any liabilities arising therefrom except as explicitly permitted by Section 3.22(k) below or otherwise herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does not permit the subject Sub-Servicer any rights of indemnification out of the Trust Fund except through the Master Servicer or Special Servicer, as the case may be, pursuant to Section 6.03; (viii) does not impose any liability or indemnification obligation whatsoever on the Trustee or the Certificateholders with respect to anything contained therein; (ix) provides that, following receipt of the applicable Mortgage Loan Purchase Agreement, the Master Servicer or the Special Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer or the Special Servicer, as applicable, in writing within five
 
 
258
 
 
(5) Business Days after such Sub-Servicer discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) a Document Defect or discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) or receives notice of a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, in each case with respect to a Mortgage Loan being sub-serviced by such Sub-Servicer; and (x) if the subject Sub-Servicer is a Servicing Function Participant or an Additional Servicer, provides that (y) the failure of such Sub-Servicer  to comply with any of the requirements under Article XI of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information is required under Article XI and (z) the failure of such Sub-Servicer (other than with respect to Prudential Asset Resources, Inc. as the Primary Servicer under the Primary Servicing Agreement) to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates for which the Depositor or an Affiliate is the depositor shall constitute an event of default or servicer termination event on the part of such Sub-Servicer upon the occurrence of which the Master Servicer or the Special Servicer, as the case may be, and the Depositor shall be entitled to immediately terminate the related Sub-Servicer, which termination shall be deemed for cause; and (B) at the time the Sub-Servicing Agreement is entered into, the subject Sub-Servicer (other than a Designated Sub-Servicer in connection with a Sub-Servicing Agreement executed as of the Closing Date) is not a Prohibited Party unless (in the case of this clause (B)) the appointment of such Person as a Sub-Servicer has been expressly approved by the Depositor acting in its reasonable discretion.
 
(b)           References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special Servicer.  For purposes of this Agreement, the Master Servicer and the Special Servicer shall each be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.
 
(c)           The Master Servicer and the Special Servicer shall each deliver to the Custodian copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents.
 
(d)           Each Sub-Servicer actually performing servicing functions shall be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans it is to service are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Sub-Servicer’s ability to perform its obligations in accordance with the terms of the related Sub-Servicing Agreement.
 
(e)           Each of the Master Servicer and the Special Servicer, for the benefit of the Trustee and the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, for the benefit of the related Serviced Companion Loan Holder(s)), shall (at no expense to any other party hereto or to the Certificateholders or the Trust) monitor the performance and enforce the obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements.  Such enforcement, including the legal prosecution of claims,
 
 
259
 
 
termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Special Servicer, as applicable, in its reasonable judgment, would require were it the owner of the subject Mortgage Loans.  Subject to the terms of the related Sub-Servicing Agreement, including any provisions thereof limiting the ability of the Master Servicer or the Special Servicer, as applicable, to terminate a Sub-Servicer, each of the Master Servicer and the Special Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers such removal to be in the best interests of Certificateholders (and/or, in the case of a Sub-Servicer for a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)), as applicable.
 
(f)           If the Trustee or its designee assumes the rights and obligations of the Master Servicer or the Special Servicer under any Sub-Servicing Agreement, the Master Servicer or the Special Servicer, as the case may be, at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to such Sub-Servicing Agreement, and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use efforts consistent with the Servicing Standard to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.
 
(g)           Notwithstanding any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as the case may be, the Master Servicer and the Special Servicer shall each remain obligated and liable to the Trustee and the Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)) for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible.  The Master Servicer and the Special Servicer shall each pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder).
 
(h)           Notwithstanding anything to the contrary set forth herein, any account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing Agreement with the Master Servicer shall for all purposes under this Agreement be deemed to be an account established and maintained by the Master Servicer.
 
(i)           Notwithstanding any contrary provisions of the foregoing subsections of this Section 3.22, the appointment by the Master Servicer or the Special Servicer of one or more third party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of Sub-Servicers and shall not be subject to the provisions of this Section 3.22; provided that (a) the Master Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third party contractors; (b) such appointment imposes no additional duty on any other party to this Agreement, any successor hereunder to the Master Servicer or the Special Servicer, as the case may be, or on the Trust; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor acting in its reasonable discretion.  
 
 
260
 
 
The proviso to the preceding sentence shall not be construed to limit the right of the Master Servicer or the Special Servicer to be reimbursed for any cost or expense for which it is otherwise entitled to reimbursement under this Agreement.
 
(j)           The Special Servicer shall not enter into any Sub-Servicing Agreement unless (other than with respect to any Excluded Loan) the Subordinate Class Representative has consented thereto (during any Subordinate Control Period) or such Sub-Servicing Agreement is required to be entered into in connection with a Serviced Loan Combination pursuant to the exercise by a related Serviced Companion Loan Holder of its rights under Section 7.01(b) of this Agreement, and the execution and delivery of such Sub-Servicing Agreement is the subject of a Rating Agency Confirmation.
 
(k)           Notwithstanding any other provision set forth in this Agreement to the contrary, immediately upon the effectiveness of any resignation or termination of the Master Servicer under this Agreement or any other transaction in which a Person becomes the Master Servicer hereunder, the successor Master Servicer (including, without limitation, the Trustee if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically have assumed and agreed to the terms and provisions of each Designated Sub-Servicing Agreement without any further action.  No Designated Sub-Servicing Agreement shall be deemed to be inconsistent with the terms of this Agreement solely as a result of its recognition of the provisions, or its inclusion of provisions to the effect, set forth in the preceding sentence.  If a task, right or obligation of the Master Servicer is delegated to a Designated Sub-Servicer under a Designated Sub-Servicing Agreement, and such task, right or obligation involves or requires the consent of the Special Servicer, then the Special Servicer shall accept the performance of such task, right or obligation by the Designated Sub-Servicer only in accordance with the terms of this Agreement (including without limitation any time periods for consent or deemed consent to be observed by the Special Servicer) as if the Master Servicer were performing it.  Notwithstanding any provision of this Agreement, each of the parties hereto acknowledges and agrees that the Special Servicer is neither a party to any Designated Sub-Servicing Agreement, nor is it bound by any provision of any Designated Sub-Servicing Agreement.  The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of each Designated Sub-Servicing Agreement.  Nothing in this Section 3.22(k) shall affect the Master Servicer’s obligations under this Section 3.22 to monitor the performance and enforce the obligations of a Designated Sub-Servicer under the related Designated Sub-Servicing Agreement, imposes any additional liability on the Special Servicer for the actions or inactions of a Designated Sub-Servicer or imposes on the Special Servicer any obligation to monitor the performance and enforce the obligations of the Designated Sub-Servicer under the related Designated Sub-Servicing Agreement.  Each Designated Sub-Servicer shall be a third party beneficiary of this subsection (k).  In no event shall this subsection (k) be construed to impose liability on the Trust Fund or the Special Servicer for the failure of the Master Servicer, or any successor Master Servicer, to perform its duties under any Designated Sub-Servicing Agreement.
 
Section 3.23     Subordinate Class Representative.  (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or
 
 
261
 
 
remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that KKR Securities Holdings, LLC shall be the initial Subordinate Class Representative.  Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below.  If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.
 
(b)           No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement and the parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers).
 
(c)           Within two (2) Business Days of the Certificate Administrator’s receipt of notice of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above.  The Certificate Administrator shall also deliver such information to the Master Servicer or the Special Servicer, or, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer or Non-Trust Special Servicer, promptly upon request therefor by the Master Servicer, the Special Servicer, such Non-Trust Master Servicer or such Non-Trust Special Servicer, as the case may be.  With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicer, the Special Servicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer and Non-Trust Special Servicer, shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicer, the Special Servicer, such Non-Trust Master Servicer and such Non-Trust Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative.  In addition to the foregoing, within two (2) Business Days
 
 
262
 
 
of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement and the CGCMT 2015-GC29 Pooling and Servicing Agreement, of such event.
 
(d)           A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer and Non-Trust Trustee.  The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative.  In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation.  The preceding statement shall not be construed to limit the effect of subsection (e) below.
 
(e)           Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and the parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, and the parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement in writing, of the resignation or removal of such Subordinate Class Representative.
 
(f)           Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust.  Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer, whereupon (if the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the Special Servicer, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund.  This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative.
 
(g)           The Subordinate Class Representative may receive amounts payable to the Special Servicer as special servicing compensation (other than with respect to any Excluded Loan) as described in and to the extent as the Special Servicer and the Subordinate Class Representative may agree; provided, however, that the Special Servicer shall have no liability for sharing any special servicing compensation relating to an Excluded Loan if the Special Servicer has not received written notice as provided in the definition of “Excluded Loan” and in Section 8.12(f).
 
 
263
 
 
(h)           In addition, upon request of the Master Servicer, the Special Servicer or Trust Advisor, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer or Non-Trust Trustee, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund).
 
(i)           Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, the Master Servicer, the Special Servicer, the Trust Advisor and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Depositor, Non-Trust Certificate Administrator, Non-Trust Trustee, Non-Trust Master Servicer, Non-Trust Special Servicer and Non-Trust Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”).  Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred, in the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer, a “Class F Transfer”).  Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder.  The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement.  No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
 
(j)           In connection with its duties or exercise of its rights under this Agreement, if the Subordinate Class Representative is an Excluded Holder, the Subordinate Class Representative (i) shall not directly or indirectly provide any information related to the Excluded Loan to the related Borrower or (A) any of the Subordinate Class Representative’s employees or personnel or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above. None of the Master Servicer, the Special Servicer, the Certificate
 
 
264
 
 
Administrator or the Trustee shall be liable for its dissemination of information in accordance with this Agreement or by others in violation of the terms of this Agreement. The Master Servicer, Special Servicer, Certificate Administrator and Trustee may rely on an investor certification in the form of Exhibit K-1B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person is not an Excluded Holder or in the form of Exhibit K-2B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person is an Excluded Holder with respect to one or more Excluded Loans.
 
(k)           With respect to the Commerce Point I & II Loan Combination (unless such Loan Combination is an Excluded Loan), the Majority Subordinate Certificateholder hereunder shall be entitled to exercise all of the rights of the “Directing Holder” under the CGCMT 2015-GC29 Pooling and Servicing Agreement with respect to the Commerce Point I & II Loan Combination, as and to the extent provided in the CGCMT 2015-GC29 Pooling and Servicing Agreement with respect to the Commerce Point I & II Loan Combination, including any consent or consultation rights with respect to “Major Decisions” thereunder with respect to the Commerce Point I & II Loan Combination and any right to approve “Asset Status Reports” prepared by the related Non-Trust Special Servicer with respect to the Commerce Point I & II Loan Combination, in each case, subject to the occurrence and continuance of a Subordinate Control Period or a Senior Consultation Event, as applicable, with respect to the Majority Subordinate Certificateholder pursuant to the terms of this Agreement.
 
To facilitate the exercise by the Majority Subordinate Certificateholder of the foregoing rights with respect to the Commerce Point I & II Loan Combination (unless such Loan Combination is an Excluded Loan) under the CGCMT 2015-GC29 Pooling and Servicing Agreement and the exercise by the Majority Subordinate Certificateholder and the Certificateholders of their rights with respect to the replacement of the related Non-Trust Special Servicer for the Commerce Point I & II Loan Combination as set forth in this Agreement, the Certificate Administrator shall notify the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, promptly upon obtaining actual knowledge that a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period has commenced, or that such period is no longer continuing.
 
Section 3.24     Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative.  (a) No later than forty-five (45) days after a Servicing Transfer Event for a Specially Serviced Mortgage Loan, the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such Specially Serviced Mortgage Loan and the related Mortgaged Property to the Master Servicer, the Trustee, the Certificate Administrator, the related Serviced Companion Loan Holder(s) (if any) (only to the extent such Serviced Companion Loan Holder is expressly entitled to receive such Asset Status Report under the related Intercreditor Agreement and the subject of the Asset Status Report does not involve a sale or proposed sale of the Mortgage Loan), the Subordinate Class Representative (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information) and the Majority Subordinate Certificateholder (during any Subordinate Control Period or Collective Consultation Period and other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period) and the Rule 17g-5 Information
 
 
265
 
 
Provider (who shall promptly post such report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).  Such Asset Status Report shall set forth the following information to the extent reasonably determinable:
 
(i)          a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower;
 
(ii)         a discussion of the general legal and environmental considerations reasonably known to the Special Servicer (including without limitation by reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 3.09(c)), consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained;
 
(iii)        the most current rent roll and income or operating statement available for the related Mortgaged Property or Mortgaged Properties;
 
(iv)        a summary of the Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan;
 
(v)         the Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the calculation thereof (which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and
 
(vi)        such other information as the Special Servicer deems relevant in light of the Servicing Standard.
 
During a Subordinate Control Period (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), if the Subordinate Class Representative does not disapprove an Asset Status Report within ten (10) Business Days (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement) of receipt, the Special Servicer shall implement the recommended action as outlined in the Asset Status Report.  In addition, during a Subordinate Control Period (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), the Subordinate Class Representative may object to any Asset Status Report within ten (10) Business Days of receipt (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement); provided that the Special Servicer shall implement the recommended action as outlined in the Asset Status Report if it makes a determination in accordance with the Servicing Standard that the objection is not in the best interest of all the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole, as if they together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)).  If, during a Subordinate Control Period, the Subordinate Class Representative disapproves the Asset Status Report (other than with respect to any
 
 
266
 
 
Excluded Loan) and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise the Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after the disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), the related Serviced Companion Loan Holder(s) (if any) (only to the extent such Serviced Companion Loan Holder is expressly entitled to receive such Asset Status Report under the related Intercreditor Agreement and the subject of the Asset Status Report does not involve a sale or proposed sale of the Mortgage Loan) and the Rule 17g-5 Information Provider (who shall promptly post such revised Asset Status Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).  During a Subordinate Control Period, the Special Servicer shall revise the Asset Status Report (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information) until the Subordinate Class Representative fails to disapprove the revised Asset Status Report as described above, until the Subordinate Class Representative’s approval is no longer required or until the Special Servicer makes a determination that the objection is not in the best interests of all the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole, as if they together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)).  If, during a Subordinate Control Period, the Subordinate Class Representative and the Special Servicer have not agreed upon an Asset Status Report (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information) within ninety (90) days following the Subordinate Class Representative’s receipt of the initial Asset Status Report, the Special Servicer shall implement the actions described in the most recent Asset Status Report submitted by the Special Servicer to the Subordinate Class Representative.  Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the ten (10) Business Day period (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement) referenced above and if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of such period would materially and adversely affect the interest of the Certificateholders and, except in case of any Excluded Loan, the Special Servicer has made commercially reasonable efforts, during a Subordinate Control Period, to contact the Subordinate Class Representative.  The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.  Any Asset Status Report delivered with respect to an Excluded Loan shall be labeled with “Excluded Loan” followed by the loan number and loan name.
 
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.24(a).
 
In addition, the Special Servicer shall deliver a summary (as approved by the Subordinate Class Representative if a Subordinate Control Period is in effect, and other than with respect to any Excluded Loan) of each Final Asset Status Report to the Certificate Administrator, the
 
 
267
 
 
Majority Subordinate Certificateholder and the Trust Advisor (and, with respect to the Trust Advisor, shall also deliver each Final Asset Status Report).  Upon receipt of such summary, the Certificate Administrator shall post such summary on its website in accordance with Section 8.12(b).  The Special Servicer shall deliver any summary of a Final Asset Status Report with respect to an Excluded Loan in a separate file labeled with “Excluded Loan” followed by the loan number and loan name, via e-mail to trustadministrationgroup@wellsfargo.com.
 
A “Final Asset Status Report”, with respect to any Specially Serviced Mortgage Loan, means each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Subordinate Class Representative (other than with respect to any Excluded Loan) or any Subordinate Companion Loan Holder, as applicable, in each case prepared in connection with the workout or liquidation of such Specially Serviced Mortgage Loan and which, in any event, will not include any Privileged Information; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, during a Subordinate Control Period, the Subordinate Class Representative (other than with respect to any Excluded Loan) or any Subordinate Companion Loan Holder, has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent, or has been deemed to approve or consent to such action.
 
Each of the Subordinate Class Representative (during any Collective Consultation Period and other than with respect to any Excluded Loan) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) will be entitled to consult on a non-binding basis with the Special Servicer and propose possible alternative courses of action and provide other feedback in respect of any Asset Status Report, and the Special Servicer shall consider such alternative courses of action and any other feedback provided by the Subordinate Class Representative (other than with respect to any Excluded Loan) and/or the Trust Advisor, as applicable.  The Special Servicer may revise any Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Subordinate Class Representative and/or the Trust Advisor.  Consultation with the Trust Advisor shall occur in the manner provided in Sections 3.28(f) and 3.28(h).
 
(b)           Upon receiving notice of the occurrence of the events described in clause (c) of the definition of Specially Serviced Mortgage Loan (without regard to the sixty (60) day or one hundred twenty (120) day period, respectively, set forth therein), the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Serviced Mortgage Loan and reasonably requested by the Special Servicer.  The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.
 
(c)           During any Subordinate Control Period, (i) the Subordinate Class Representative will be entitled to approve or disapprove Asset Status Reports (other than any Asset Status Report related to any Excluded Loan) and (ii) other than with respect to any Excluded Loan, the Special Servicer generally will not be permitted to take or consent to the Master Servicer’s taking any Material Action not otherwise covered by an approved Asset Status Report, unless and until the Special Servicer has notified the Subordinate Class Representative and the Subordinate Class Representative has consented (or failed to object) thereto in writing within ten
 
 
268
 
 
(10) Business Days (or, in connection with a leasing matter, five (5) Business Days, or in connection with an Acceptable Insurance Default, thirty (30) days) of having been notified thereof in writing and provided with all reasonably requested information by it.  However, the Special Servicer may take any Material Action (or consent to the Master Servicer’s taking a Material Action) without waiting for the response of the Subordinate Class Representative if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and, if affected thereby, the related Serviced Companion Loan Holder(s), as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan).  Furthermore, during a Subordinate Control Period, the Subordinate Class Representative may, in general, direct the Special Servicer (other than with respect to any Excluded Loan) to take, or to refrain from taking, any actions as that representative may deem advisable with respect to the servicing and administration of Specially Serviced Mortgage Loans and REO Properties or as to which provision is otherwise made in this Agreement.  During a Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf shall have the right to remove the existing Special Servicer, with or without cause, and appoint a successor to the Special Servicer, all as provided in Section 6.05(a) (in each case, other than with respect to any Excluded Loan).
 
During any Collective Consultation Period, the Subordinate Class Representative shall have consultation rights (in addition to those of the Trust Advisor) with respect to Material Actions not otherwise covered by an Asset Status Report (other than with respect to any Excluded Loan) as to which the Subordinate Class Representative has been consulted.  During any Collective Consultation Period or Senior Consultation Period, the Majority Subordinate Certificateholder and the Subordinate Class Representative shall have no right to remove the existing Special Servicer.
 
During any Collective Consultation Period or Senior Consultation Period, the Special Servicer shall consult on a non-binding basis with the Trust Advisor with respect to Material Actions (regardless of whether such Material Action is covered by an Asset Status Report); provided that the Special Servicer shall not consult with the Trust Advisor with respect to Material Actions related to collateral substitutions, assignments, insurance policies, Borrower substitutions, lease modifications and amendments and other similar actions that the Special Servicer may perform under this Agreement, to the extent such actions do not relate to the restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan or REO Property.
 
For the purposes of this Agreement, “Material Action” means, for any Serviced Mortgage Loan and any related Serviced Companion Loan, any of the following actions:
 
(i)           any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan that comes into and continues in default;
 
(ii)          any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary term (including,
 
 
269
 
 
without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced Mortgage Loan or Serviced Loan Combination or any extension of the maturity date of a Serviced Mortgage Loan or Serviced Loan Combination;
 
(iii)         following a default or an event of default with respect to a Serviced Mortgage Loan or Serviced Loan Combination, any exercise of remedies, including the acceleration of the Serviced Mortgage Loan or Serviced Loan Combination or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;
 
(iv)        any sale of a Defaulted Mortgage Loan or REO Property for less than the applicable Purchase Price;
 
(v)         any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address any Hazardous Materials located at a Mortgaged Property or an REO Property;
 
(vi)        any release of material collateral or any acceptance of substitute or additional collateral for a Serviced Mortgage Loan or Serviced Loan Combination or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which there is no lender discretion;
 
(vii)       any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage Loan or Serviced Loan Combination or any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the Borrower;
 
(viii)      any incurrence of additional debt by a Borrower or any mezzanine financing by any beneficial owner of a Borrower (to the extent that the lender has consent rights pursuant to the related Mortgage Loan Documents (for purposes of the determination whether a lender has such consent rights pursuant to the related Mortgage Loan Documents, any Mortgage Loan Document provision that requires that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights));
 
(ix)         any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Serviced Mortgage Loan or Serviced Loan Combination, or any action to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;
 
(x)          any property management company changes (with respect to a Mortgage Loan with a principal balance equal to or greater than $2,500,000), including, without limitation, approval of the termination of a manager and appointment of a new property manager, or franchise changes (with respect to a Serviced Mortgage Loan or Serviced Loan Combination for which the lender is required to consent or approve such changes under the Mortgage Loan Documents);
 
 
270
 
 
(xi)         releases of any material amounts from any escrow accounts, Reserve Funds or Letters of Credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there is no lender discretion and other than those that are permitted to be undertaken by the Master Servicer without the consent of the Special Servicer pursuant to Section 3.20(f);
 
(xii)        any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Borrower, guarantor or other obligor releasing a Borrower, guarantor or other obligor from liability under a Mortgage Loan or Serviced Loan Combination other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;
 
(xiii)       any determination of an Acceptable Insurance Default;
 
(xiv)       any determination by the Master Servicer to transfer a Serviced Mortgage Loan or Serviced Loan Combination to the Special Servicer under the circumstances described in paragraph (c) of the definition of “Specially Serviced Mortgage Loan”; or
 
(xv)        any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves a ground lease or lease of an outparcel or affects an area greater than or equal to the lesser of (or, in the case of any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, the greater of) (1) 30% of the net rentable area of the improvements at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property and (b) such transaction either is not described by Section 3.20(f)(iv) or such transaction relates to a Specially Serviced Mortgage Loan.
 
(d)           [Reserved].
 
(e)           Notwithstanding anything herein to the contrary:  (i) subject to Section 3.23(a), the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Subordinate Class Representative prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Subordinate Class Representative and before a replacement is selected; and (ii) no advice, direction or objection from or by the Subordinate Class Representative, as contemplated by Section 3.24(a) or Section 3.24(c) or any other provision of this Agreement, may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would):  (A) require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement (or, with respect to any Serviced Loan Combination, the related Intercreditor Agreement), including the Special Servicer’s obligation to act in accordance with the Servicing Standard and the REMIC Provisions, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool, (C) expose the Trust, the Depositor, the Master Servicer (or a Sub-Servicer acting on behalf of the Master Servicer), the
 
 
271
 
 
Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, the Custodian or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability or (D) materially expand the scope of the Master Servicer’s or Special Servicer’s responsibilities under this Agreement.
 
(f)           Also notwithstanding anything to the contrary contained herein, (i) during a Collective Consultation Period, the Subordinate Class Representative shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) during a Collective Consultation Period (other than with respect any Excluded Loan), the Subordinate Class Representative and the Majority Subordinate Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Subordinate Class Representative in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) during a Senior Consultation Period, the Subordinate Class Representative shall have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Subordinate Class Representative.
 
(g)           Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:  (i) the Subordinate Class Representative may have special relationships and interests that conflict with those of Holders and Certificate Owners of one or more Classes of Certificates; (ii) the Subordinate Class Representative may act solely in the interests of the Holders of the Class F and/or Class G Certificates; (iii) the Subordinate Class Representative does not have any duties to the Trust Fund or to the Holders of any Class of Certificates; (iv) the Subordinate Class Representative may take actions that favor interests of the Holders of the Class F and/or Class G Certificates over the interests of the Holders of one or more other Classes of Certificates; (v) the Subordinate Class Representative shall have no liability whatsoever to the Trust Fund, the Certificateholders or any Borrower for having acted as described in this Section 3.24(g), or in exercising its rights, powers and privileges, in taking any action or refraining from taking any action, or in giving any consent or failing to give any consent, in each case, pursuant to this Agreement; and (vi) no Certificateholder may take any action whatsoever against the Subordinate Class Representative or any Affiliate, director, officer, shareholder, member, partner, agent or principal thereof as a result of the Subordinate Class Representative having acted in the manner described in this Section 3.24(g), or a result of the special relationships or interests described in this Section 3.24(g).  In addition, each initial Certificateholder further acknowledges and agrees, by its acceptance of its Certificates, that (i) such Certificateholder is not entitled to rely, and has not relied, on any due diligence or other review of the Trust Fund or its assets by the Initial Subordinate Class Representative or the Initial Majority Subordinate Certificateholder, or any Affiliate, director, officer, shareholder, member, partner, agent or principal thereof, in connection with the initial issuance of the Certificates, and (ii) such Certificateholder waives any cause of action that it may otherwise have against the Initial Subordinate Class Representative or the Initial Majority Subordinate Certificateholder, or any Affiliate, director, officer, shareholder, member, partner, agent or principal thereof, based upon or arising from any due diligence or other review of the Trust Fund or its assets by any such Person.
 
272
 
 
(h)          The Subordinate Class Representative shall not be entitled to receive any compensation from the Trust Fund.
 
Section 3.25     Application of Default Charges.  (a) Any and all Default Charges that are actually received by or on behalf of the Trust with respect to any Serviced Mortgage Loan (other than any Mortgage Loan included in a Serviced Loan Combination) or any related REO Mortgage Loan that is a successor thereto (net of any portion thereof applied to pay Advance Interest under Section 3.05) and (to the extent remitted to the Master Servicer by the related Non-Trust Master Servicer and, in any event, subject to the related Intercreditor Agreement) any and all Default Charges that are actually received by or on behalf of the Trust with respect to a Non-Trust-Serviced Pooled Mortgage Loan or successor REO Mortgage Loan during any Collection Period shall be applied for the following purposes and in the following order, in each case to the extent of the remaining portion of such charges and fees:
 
(i)           first, to pay to the Trustee, the Master Servicer or the Special Servicer, in that order, any Advance Interest due and owing to such party on outstanding Advances made thereby with respect to such Mortgage Loan or REO Mortgage Loan, as the case may be;
 
(ii)          second, to reimburse the Trust Fund for any Advance Interest paid to the Trustee, the Master Servicer or the Special Servicer following the Closing Date with respect to such Mortgage Loan or REO Mortgage Loan, as the case may be, which interest was paid from a source other than Default Charges collected on such Mortgage Loan or REO Mortgage Loan, as the case may be; and
 
(iii)         third, with respect to any remaining Default Charges (“Net Default Charges”), to the Master Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan.
 
(b)           Default Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a) are intended to be available for distribution on the Certificates pursuant to Section 4.01(a), subject to application pursuant to Section 3.05(a) or Section 3.05(b) for any items payable out of general collections on the Mortgage Pool.  Default Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a) shall be deemed to offset payments of Advance Interest in the chronological order in which it accrued with respect to the subject Mortgage Loan or REO Mortgage Loan (whereupon such Advance Interest shall thereafter be deemed to have been paid out of Default Charges).
 
(c)           Any and all amounts otherwise distributable to the Trust as the holder of any Mortgage Loan included in a Serviced Loan Combination or any related REO Mortgage Loan or to the related Serviced Companion Loan Holder as Default Charges with respect to such Serviced Loan Combination shall be applied for the following purposes and in the following order, in each case to the extent of the remaining portion of such amounts and as and to the extent permitted under the related Intercreditor Agreement:
 
 
273
 
 
(i)           first, to pay to the Trustee, the Master Servicer or the Special Servicer, in that order, that portion of any Advance Interest due and owing to such party on outstanding Servicing Advances made thereby with respect to such Serviced Loan Combination or any related REO Property allocated pro rata according to the respective outstanding principal balances of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) in such Serviced Loan Combination (or, in the case of a Serviced A/B Loan Combination, allocated between the related Serviced Mortgage Loan and the related Serviced Subordinate Companion Loan according to the related Intercreditor Agreement);
 
(ii)          second, either (x) in the case of the Mortgage Loan in such Serviced Loan Combination, to pay to the Trustee or the Master Servicer, in that order, any Advance Interest due and owing to such party on outstanding P&I Advances made thereby with respect to such Mortgage Loan or (y) in the case of any Serviced Pari Passu Companion Loan in such Serviced Loan Combination, to pay to one or more designees of the related Serviced Pari Passu Companion Loan Holder any interest similar to Advance Interest due and owing to such designee on any debt service advances made thereby for the benefit of such Serviced Pari Passu Companion Loan Holder;
 
(iii)         third, to reimburse the Trust Fund for that portion of any Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to such Serviced Loan Combination and any related REO Property, allocated pro rata according to the respective outstanding principal balances of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (or, in the case of a Serviced A/B Loan Combination, allocated between the related Serviced Mortgage Loan and the related Serviced Subordinate Companion Loan according to the related Intercreditor Agreement); and
 
(iv)         fourth, with respect to any remaining Default Charges (also “Net Default Charges”):  (A) in the case of a Serviced Pari Passu Loan Combination, on a pro rata basis:  (i) to the Master Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan and (ii) to the related Serviced Companion Loan Holder or, following the securitization of the related Serviced Companion Loan, the Master Servicer, to the extent that such Net Default Charges accrued while the related Serviced Companion Loan was not a Specially Serviced Mortgage Loan, or to any related Serviced Companion Loan Holder or, following the securitization of the related Serviced Companion Loan, the Special Servicer, to the extent that such Net Default Charges accrued while the related Serviced Companion Loan was a Specially Serviced Mortgage Loan; and (B) in the case of a Serviced A/B Loan Combination, to the Master Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan.
 
 
274
 
 
Section 3.26     Certain Matters Regarding the Serviced Loan Combinations.  (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement.
 
(b)           The Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) on which the Master Servicer shall record the names and addresses of any Serviced Companion Loan Holders and wire transfer instructions for such Serviced Companion Loan Holders from time to time, to the extent such information is provided in writing to the Master Servicer by the related Serviced Companion Loan Holder.  Upon the transfer of any Serviced Companion Loan, each subsequent Serviced Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer.  Additionally, each Serviced Companion Loan Holder shall inform the Master Servicer of its taxpayer identification number and wiring instructions.  The name, address, tax identification number, and wiring instructions of each initial Serviced Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto.  The Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Companion Loan Holder until it receives written notice of transfer or of any change in information.  Upon receipt of a written request from any party hereto, the Master Servicer shall provide a current list of Serviced Companion Loan Holders, together with contact information for any Serviced Companion Loan Holders.
 
In no event shall the Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Holder hereunder other than the Person listed as such Serviced Companion Loan Holder on the Serviced Companion Loan Holder Register.  If a Serviced Companion Loan Holder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.
 
The Master Servicer shall promptly provide the names and addresses of any Serviced Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information.  The Master Servicer shall have no liability to any Person for the provision of any such names and addresses.
 
(c)           With respect to any Serviced Loan Combination during any Subordinate Control Period (unless such Serviced Loan Combination is an Excluded Loan), the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement.
 
(d)           The Special Servicer (if any Serviced Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the Master Servicer (with respect to
 
 
275
 
 
any Serviced Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement.  In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan:
 
(i)           none of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Companion Loan; and
 
(ii)          the Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement.
 
If any Serviced Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust.
 
The parties hereto acknowledge that no Serviced Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment.  Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates.
 
The parties hereto recognize and acknowledge the rights of each Serviced Companion Loan Holder under the related Intercreditor Agreement.  Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.  In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control.
 
 
276
 
 
Each of the rights of any Serviced Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee.
 
If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Companion Loan.  Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements.
 
Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement.
 
For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation.
 
(e)           With respect to each Serviced Pari Passu Loan Combination, the Master Servicer or the Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative (determined without respect to whether or not such Loan Combination is an Excluded Loan), within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Pari Passu Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, Asset Status Reports, any other information delivered by the Master Servicer to the Subordinate Class Representative (other than with respect to any Loan Combination that is an Excluded Loan) and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination.  Any copies to be furnished by the Master Servicer or the Special Servicer may be furnished by hard copy or electronic means.
 
 
277
 
 
(f)           With respect to each Serviced Pari Passu Loan Combination, the Master Servicer or the Special Servicer, as applicable, shall:
 
(i)           consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision”, “major action” or analogous term having the same meaning set forth in or contemplated by the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto).  Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the Master Servicer or the Special Servicer, as applicable, may take any “major decision”, “major action” or analogous term set forth in or contemplated by the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder.  In no event shall the Master Servicer or the Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and
 
(ii)          in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed.
 
(g)           In connection with the securitization of any Serviced Pari Passu Companion Loan, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of such Serviced Pari Passu Companion Loan, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of such Serviced Pari Passu Companion Loan in attempting
 
 
278
 
 
to cause the related Borrower to provide information relating to the related Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization.
 
(h)           With respect to each Serviced A/B Loan Combination, notwithstanding any rights the Subordinate Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced A/B Loan Combination, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Serviced Subordinate Companion Loan Holder or its representative or is exercisable in conjunction with any related Serviced Subordinate Companion Loan Holder, then the Subordinate Class Representative shall not be permitted to exercise such right.  Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval or deemed approval of, or obtain the consent or deemed consent of the Serviced Subordinate Companion Loan Holder or its representative with respect to any matters with respect to the servicing of the related Serviced Subordinate Companion Loan to the extent required under the related Intercreditor Agreement and shall not take such actions requiring consent or deemed consent of or consultation with such Serviced Subordinate Companion Loan Holder or its representative without such consent, deemed consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Subordinate Companion Loan Holder or its representative as required under the related Intercreditor Agreement.
 
Section 3.27     Rating Agency Confirmations; Communications with Rating Agencies.  (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z)
 
 
279
 
 
below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the Master Servicer (with respect to Performing Serviced Mortgage Loans or Performing Serviced Loan Combinations) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period (other than with respect to any Excluded Loan), which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (1) DBRS has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination.  The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.
 
 
280
 
 
(b)           Notwithstanding anything to the contrary in this Section 3.27, for purposes of the provisions of any Mortgage Loan Document or this Agreement relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan Documents for which the Master Servicer or Special Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.27(a)(ii)(x) shall be deemed to have been satisfied.
 
(c)           For all other matters or actions requiring, as a condition precedent to such matter or action, a Rating Agency Confirmation under any Mortgage Loan Documents or this Agreement and not specifically discussed in Section 3.27(a) above, the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.
 
(d)           In connection with any determination made by the Requesting Party pursuant to Section 3.27(a) above, the Special Servicer or the Master Servicer, as applicable, shall obtain the consent of the Subordinate Class Representative (during any Subordinate Control Period (other than with respect to any Excluded Loan)) or consult with the Subordinate Class Representative (during any Collective Consultation Period (other than with respect to any Excluded Loan)) and the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period), with consent or approval deemed to be granted by the Subordinate Class Representative (during any Subordinate Control Period (other than with respect to any Excluded Loan)), if it does not respond within five (5) Business Days of its receipt of a request for consideration from the Special Servicer or the Master Servicer, as applicable.
 
(e)           Promptly following the Requesting Party’s determination to take any action discussed above without receiving affirmative Rating Agency Confirmation from a Rating Agency, the Requesting Party (to the extent that the applicable information has been provided to the Requesting Party) shall provide notice of such determination, which may be transmitted by electronic mail in accordance with Section 12.06, 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(c)).
 
(f)           Any Rating Agency Confirmation requests made by the Master Servicer, Special Servicer, Certificate Administrator, Trustee or Trust Advisor, as applicable, pursuant to this Agreement, shall be made in writing, which writing must contain a cover page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request.  Such written Rating Agency Confirmation requests must be provided in electronic format to the Rule 17g-5 Information Provider (who shall post such request on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).
 
(g)           If the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor orally communicates with any Rating Agency regarding any of the Mortgage Loan Documents or any matter related to the Mortgage Loans, any Serviced Companion Loan, the related Mortgaged Properties, the related Borrowers or any other matters in connection with the Certificates or pursuant to this Agreement, that party shall summarize in writing the information provided to the Rating Agencies in such oral communication and provide
 
 
281
 
 
the Rule 17g-5 Information Provider with such written summary on the same day such communication takes place or such later date to which the Depositor may consent in its sole discretion.  The Rule 17g-5 Information Provider shall post such written summary on the Rule 17g-5 Information Provider’s Website in accordance with the provisions of Section 8.12(c).  All other information required to be delivered to the Rating Agencies pursuant to this Agreement or requested by the Rating Agencies in connection with the Certificates or the Mortgage Loans, shall first be provided in electronic format to the Rule 17g-5 Information Provider (who shall post such information to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).  Notwithstanding the foregoing, other than in connection with its resignation pursuant to Section 3.28(q), the Trust Advisor shall have no authority to communicate directly with the Rating Agencies.
 
(h)           Subject to Section 12.01(c) and Section 12.01(g), the Depositor, the Rule 17g-5 Information Provider, the Trustee, the Certificate Administrator, the Trust Advisor, the Master Servicer and the Special Servicer may amend this Agreement to change the procedures regarding compliance with Rule 17g-5, without any Certificateholder consent; provided that such amendment does not materially increase the responsibilities of the Rule 17g-5 Information Provider; and provided, further, that notice of any such amendment must be provided to the Rule 17g-5 Information Provider, who shall post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c), and within two (2) Business Days following delivery to the Rule 17g-5 Information Provider, delivered to the Rating Agencies.
 
(i)           Each of the Master Servicer, the Special Servicer, the Rule 17g-5 Information Provider and, insofar as it may communicate with any Rating Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees to comply (and to cause each and every Sub-Servicer, subcontractor, vendor or agent for such Person and each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 3.27 and shall not deliver to any Rating Agency any report, statement, request for Rating Agency Confirmation or other information relating to the Certificates or the Mortgage Loans other than in compliance with such provisions.
 
(j)           None of the foregoing restrictions in this Section 3.27 prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Special Servicer or the Trust Advisor, on the one hand, and a Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or the Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer, the Special Servicer or the Trust Advisor, as applicable, as a commercial mortgage master, special or primary servicer or such Rating Agency’s approval of the Trust Advisor as an operating or trust advisor or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general or such Rating Agency’s evaluation of the Trust Advisor’s performance as operating or trust advisor or its surveillance operations in general; provided that the Master Servicer, the Special Servicer or the Trust Advisor, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to a Rating Agency in connection with any such review and evaluation by such Rating Agency unless (x) borrower-, property- or deal-specific identifiers are redacted; or (y) such information has already been provided to the Depositor and has been uploaded on to the Rule 17g-5 Information Provider’s Website.
 
 
282
 
 
(k)           Insofar as any matter involving or relating to a Serviced Loan Combination requires a Rating Agency Confirmation, the Person required to seek such Rating Agency Confirmation shall determine if an analogous rating agency confirmation either (i) is expressly required to be obtained with respect to such matter under the related Intercreditor Agreement or (ii) is expressly required (or, if the subject Serviced Loan Combination were being serviced under such Other Pooling and Servicing Agreement, would have been required) to be obtained with respect to such matter under the related Other Pooling and Servicing Agreement, and, if so required, the Person(s) seeking such Rating Agency Confirmation shall also obtain such analogous rating agency confirmation with respect to such matter from each Companion Loan Rating Agency, so long as the holder(s) of such Companion Loan(s) have notified the parties to this Agreement of such requirement (which may be satisfied by delivery thereto of the applicable Other Pooling and Servicing Agreement and cooperation from the Other Master Servicer as to the assessment of such requirement), the identity of the applicable NRSROs, the identity of the applicable rule 17g-5 information provider and the location of the applicable rule 17g-5 information provider’s website.  To the extent any provision of this Agreement requires a Requesting Party to obtain such an analogous rating agency confirmation from a Companion Loan Rating Agency, the provisions of this Section 3.27 for satisfying such rating agency confirmation condition shall be applicable.
 
(l)           In connection with the delivery by the Master Servicer or the Special Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Master Servicer or the Special Servicer, as applicable, may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency, but any such delivery may not occur until the earlier of (i) after receipt of confirmation from the Rule 17g-5 Information Provider that such information, report, notice or document has been posted to the Rule 17g-5 Information Provider’s Website or (ii) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.
 
Section 3.28     The Trust Advisor.  (a) (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar year to perform a review of the Special Servicer’s operational practices on a platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year.
 
(ii)          Based on (a) the Trust Advisor’s review of (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to
 
 
283
 
 
the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information), and (3) during any control or consultation period (as set forth in clauses (1) and (2) above), such other additional limited non-privileged information and documentation provided by the Special Servicer to the Trust Advisor that is required or permitted to be delivered to the Trust Advisor under this Agreement (including, without limitation, the annual compliance statements delivered by the Special Servicer pursuant to Section 11.12 and the annual independent public accountants’ servicing reports furnished with respect to the Special Servicer pursuant to Section 11.14) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued.  Solely as used in connection with the Trust Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Trust Advisor of the items required to be reviewed by it pursuant to this Agreement.  If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment.  Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor.  Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (g) hereof, each Trust Advisor
 
 
284
 
 
Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions).  No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared (or, during a Subordinate Control Period, finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property that the Special Servicer was obligated to service.  In addition, in the event the Special Servicer is replaced during the prior calendar year, the Trust Advisor will only be required to prepare a Trust Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Trust Advisor Annual Report.  Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b).  The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative (other than with respect to any Excluded Loan) and any Serviced Companion Loan Holder.  The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative (other than with respect to any Excluded Loan), shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator.
 
(iii)         The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates.  Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement and other than under the circumstances described in the following sentence.  If the Trust Advisor, the Trust Advisor’s subcontractors or the Trust Advisor’s Affiliates, or any other party to this Agreement (other than the Special Servicer), receives any Privileged Information and has been advised that such information is Privileged Information, then such Person shall be prohibited from disclosing such information so received by it to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the
 
 
285
 
 
Special Servicer and (unless such Privileged Information relates to an Excluded Loan) the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such Person, (c) it is reasonable and necessary for such Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree.  Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor.
 
(iv)         During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28(a).  The Trust Advisor and the Special Servicer shall determine a mutually acceptable date for the annual meeting and the Trust Advisor shall deliver, at least fourteen (14) days prior to such annual meeting, a proposed written agenda to the Special Servicer, including the identity of the Final Asset Status Report(s), if any, that shall be discussed during the annual meeting.  In connection with the annual meeting, the Trust Advisor and the Special Servicer may discuss any of the Asset Status Reports produced with respect to any Specially Serviced Mortgage Loan as part of the Trust Advisor’s annual assessment of the Special Servicer.  The Special Servicer shall make available Servicing Officers with relevant knowledge regarding the applicable Specially Serviced Mortgage Loans and the related platform-level information for each annual meeting described in this Section 3.28.
 
(v)          If the Trust Advisor’s ability to perform its obligations in respect of the Trust Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Trust Advisor or such information is inaccurate or incomplete, the Trust Advisor shall set forth such limitations or prohibitions in the related Trust Advisor Annual Report.
 
(b)           During a Subordinate Control Period, the Trust Advisor’s obligations shall be limited to the general reviews as set forth in this Agreement and generally will not involve an assessment of specific actions of the Special Servicer and, in any event, shall be subject to limitations described in this Agreement.
 
(c)           The Trust Advisor shall not be required, in connection with its preparation of any Trust Advisor Annual Report during a Subordinate Control Period, to consider any Specially Serviced Mortgage Loan or REO Property with respect to which a Final Asset Status Report was not issued during the most recently ended calendar year.
 
 
286
 
 
(d)           During any Subordinate Control Period, the Special Servicer shall forward any Appraisal Reduction Amount calculations and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the resolution or liquidation of a Specially Serviced Mortgage Loan to the Trust Advisor (and, during any Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate Class Representative) after they have been finalized, and the Trust Advisor may review such calculations in support of its Trust Advisor Annual Report but shall not opine on, or otherwise call into question (whether in the annual report or otherwise) such Appraisal Reduction Amount calculations and/or net present value calculations.
 
(e)           During any Collective Consultation Period or Senior Consultation Period, the Special Servicer shall forward any calculations of Appraisal Reduction Amount or net present value to the Trust Advisor and, during any Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate Class Representative, and (a) the Trust Advisor shall (upon receipt of all information and supporting materials reasonably required to be provided to the Trust Advisor as described in the following sentence) promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the applicable formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the resolution or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the Special Servicer, and (b) insofar as the calculation and/or application by the Special Servicer under review as contemplated by clause (a) requires or depends upon the exercise of discretion by the Special Servicer, the Trust Advisor shall assess the reasonableness of the determination made by the Special Servicer in the exercise of such discretion.  The Special Servicer shall deliver the foregoing calculations, together with information and supporting materials (with respect to any Appraisal Reduction Amount calculations, once such information is received from the Master Servicer) (including such additional information reasonably requested by the Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the Trust Advisor and (during any Collective Consultation Period and other than with respect to any Excluded Loan) the Subordinate Class Representative.  In the event the Trust Advisor does not agree with (i) the mathematical calculations, (ii) the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation or (iii) the reasonableness of any such determination made by the Special Servicer in the exercise of such discretion, the Trust Advisor and the Special Servicer shall consult in good faith with each other in order to resolve (x) any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or (y) any disagreement over the reasonableness of a determination made by the Special Servicer in the exercise of its discretion.  During any Collective Consultation Period (other than with respect to any Excluded Loan), the Special Servicer shall also send to the Subordinate Class Representative copies of the Special Servicer’s calculations and the related information and supporting materials, as provided above to the Trust Advisor under this subsection, and engage in consultation with the Subordinate Class Representative in connection with its calculations and determinations.  During any Collective Consultation Period (other than with respect to any Excluded Loan), if the Trust Advisor and the Subordinate Class Representative agree on such matters and provide written notice of such agreement to the Special Servicer, the Special Servicer shall perform its calculations in accordance with such agreement.  Otherwise, if the Trust Advisor and the
 
 
287
 
 
Subordinate Class Representative do not reach agreement on such matters following the Trust Advisor’s calculation and verification procedures, the Special Servicer shall proceed according to its determination, and the Trust Advisor shall promptly prepare a report on the matter, which report shall set forth its and the Special Servicer’s calculations (including any material differences in assumptions used therein), and deliver such report to the Certificate Administrator, which shall post the report to the Certificate Administrator’s Website in accordance with Section 8.12(b) and, if applicable, to any related Serviced Companion Loan Holder.  No other action shall be required in connection with such circumstances.
 
(f)           During any Collective Consultation Period or Senior Consultation Period, the Special Servicer shall promptly deliver each Asset Status Report prepared in connection with the workout, restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan to the Trust Advisor and, during a Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate Class Representative.  The Trust Advisor shall provide any comments it may have to the Special Servicer in respect of the Asset Status Reports, if any, within ten (10) Business Days of receipt of both such Asset Status Report and any additional information reasonably requested by the Trust Advisor, and propose possible alternative courses of action to the extent it determines such alternatives may be in the best interest of the Certificateholders (including any Certificateholders of the Control-Eligible Classes) and any related Serviced Companion Loan Holder(s), as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan).  Regardless of whether the Special Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period, the Special Servicer may (after the expiration of such period) proceed to perform such actions as are in accordance with such Asset Status Report.
 
(g)           During any Collective Consultation Period (in addition to the Subordinate Class Representative (other than with respect to any Excluded Loan)) or Senior Consultation Period, the Special Servicer shall consult on a non-binding basis with the Trust Advisor with respect to, and prior to, Material Actions (regardless of whether such Material Actions are covered by an Asset Status Report) and the Trust Advisor shall provide any comments it may have to the Special Servicer in respect of each such Material Action within ten (10) Business Days of receipt of both a written request for consultation with respect to such Material Action and any additional information reasonably requested by the Trust Advisor; provided that the Trust Advisor shall have no such duty with respect to collateral substitutions, assignments, insurance policies, Borrower substitutions, lease modifications and amendments and other similar actions that the Special Servicer may perform under this Agreement to the extent such actions do not relate to the workout, restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan or REO Property.  Regardless of whether the Special Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period, the Special Servicer may (after the expiration of such period) proceed to perform such Material Actions as are in accordance with such request for consultation.
 
(h)           The Special Servicer shall consider any written alternative courses of action and any other feedback suggested or provided by the Trust Advisor and, during any Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate Class Representative.  The Special Servicer shall revise the Asset Status Reports as it deems
 
 
288
 
 
necessary to take into account such input and/or comments, to the extent the Special Servicer determines that the Trust Advisor’s and/or (other than with respect to any Excluded Loan) Subordinate Class Representative’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders, taking into account the interests of all of the Certificateholders (including any Certificateholders of the Control-Eligible Classes) and any related Serviced Companion Loan Holder(s), as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan).
 
(i)           The Special Servicer shall not be required to take or to refrain from taking any action because of an objection or comment by the Trust Advisor or a recommendation of the Trust Advisor that would require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan, any Serviced Loan Combination or any other provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and the REMIC Provisions or result in an Adverse REMIC Event for any REMIC Pool or an Adverse Grantor Trust Event for the Grantor Trust Pool.  For the avoidance of doubt, the Special Servicer shall not be required to take or refrain from taking any action because of an objection or comment by the Trust Advisor or a recommendation of the Trust Advisor in any event.  Furthermore, notwithstanding Section 3.28(f) and 3.28(g), if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the ten (10) Business Day period (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement) referenced above if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of such period would materially and adversely affect the interest of the Certificateholders and the Special Servicer has made commercially reasonable efforts to promptly inform the Trust Advisor of its decision to take emergency action.  The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.
 
(j)           The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, all Privileged Information confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then included in the Control-Eligible Certificates), other than to the extent expressly set forth herein.
 
(k)           As compensation for its activities hereunder, the Trust Advisor shall be entitled to receive monthly the Trust Advisor Ongoing Fee on each Distribution Date with respect to each Serviced Mortgage Loan and any related successor REO Mortgage Loan prior to the Trust Advisor’s termination in accordance with Section 3.28(p).  As to each such Serviced Mortgage Loan and related successor REO Mortgage Loan, the Trust Advisor Ongoing Fee shall accrue from time to time at the Trust Advisor Ongoing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Serviced Mortgage Loan or successor REO Mortgage Loan and in the same manner as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon is computed.  The Trust Advisor shall be
 
 
289
 
 
entitled to reimbursement of any Trust Advisor Expenses provided for pursuant to Sections 6.03(a), 6.03(b) and/or 6.05 hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a)(I)(xiv), but in the case of any Trust Advisor Expenses other than Designated Trust Advisor Expenses, reimbursements during any Collection Period shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof.  The Trust Advisor hereby acknowledges and agrees that in no event will any Trust Advisor Expenses be payable from, and the Trust Advisor hereby waives any and all claims to, amounts distributable in respect of, the Control-Eligible Certificates; provided that Designated Trust Advisor Expenses shall be reimbursable without limitation from the Collection Account as described in Section 3.05(a)(I)(xiv).  Each successor Trust Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.
 
(l)           As additional compensation for its activities hereunder, the Trust Advisor shall be entitled to receive the Trust Advisor Consulting Fee.  The Trust Advisor Consulting Fee shall be payable, subject to the limitations set forth below, in an amount equal to ten thousand dollars ($10,000) in connection with each Material Action for which the Trust Advisor engages in consultation under Section 3.24 and this Section 3.28; provided that (i) no such fee shall be paid except to the extent such fee is actually paid by the applicable Borrower (and in no event shall such fee be paid from the Trust Fund); (ii) the Trust Advisor shall be entitled to waive all or any portion of such fee in its sole discretion; and (iii) the Master Servicer or the Special Servicer, as applicable, shall be authorized to waive the related Borrower’s payment of such fee in whole or in part if the Master Servicer or the Special Servicer, as applicable, (A) determines that such waiver accords with the Servicing Standard and (B) consults with the Trust Advisor prior to effecting such waiver.  In connection with each Material Action for which the Trust Advisor has consultation rights under Section 3.24 or this Section 3.28, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Trust Advisor Consulting Fee from the related Borrower, in each case, only to the extent that such collection is not prohibited by the related Mortgage Loan Documents.  In no event shall the Master Servicer or the Special Servicer, as applicable, take any enforcement action in connection with the collection of such Trust Advisor Consulting Fee, except that this statement shall not be construed to prohibit requests for payment of such Trust Advisor Consulting Fee.  No Trust Advisor Consulting Fee shall be payable with respect to the Commerce Point I & II Loan Combination.
 
(m)           The Trust Advisor may be removed upon (i) the written direction of holders of Certificates entitled to not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis requesting a vote to replace the Trust Advisor with a replacement Trust Advisor selected by such Certificateholders (provided that the proposed replacement Trust Advisor meets the criteria set forth in Section 3.28(o)), (ii) such requesting Holders making payment to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, (iii) such requesting Holders delivering to the Certificate Administrator and the Trustee a Rating Agency Confirmation from each Rating Agency regarding the appointment of the replacement Trust Advisor (which confirmations will be obtained at the expense of such requesting Holders and will not constitute an Additional Trust
 
 
290
 
 
Fund Expense) and (iv) such requesting Holders delivering to the Certificate Administrator an analogous “rating agency confirmation” from each Companion Loan Rating Agency regarding the appointment of the replacement Trust Advisor (which confirmations will be obtained at the expense of such requesting Holders and will not constitute an Additional Trust Fund Expense).  The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail, and conduct the solicitation of votes of all Certificates in such regard.  Upon the vote or written direction of Certificateholders entitled to at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, the Certificate Administrator shall notify the Trustee, and the Trustee shall immediately replace the Trust Advisor with the replacement Trust Advisor.  If a proposed termination and replacement of the Trust Advisor as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect.  In addition, during any Subordinate Control Period, the identity of any replacement Trust Advisor proposed pursuant to this Section 3.28(m) shall be subject to the consent of the Subordinate Class Representative (such consent not to be unreasonably withheld), provided that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days following the Subordinate Class Representative’s receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or withdrawn.
 
(n)           If (i) the Trust Advisor fails to duly observe or perform in any material respect any of its duties, covenants or obligations under this Agreement, which failure continues unremedied for a period of thirty (30) days after written notice has been given to the Trust Advisor, (ii) an Insolvency Event occurs with respect to the Trust Advisor, or (iii) the Trust Advisor acknowledges in writing its inability to perform its duties hereunder, then either the Depositor or the Trustee may, and upon the written direction of Certificateholders representing at least 51% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balance of the Classes of Certificates), the Trustee shall, terminate the Trust Advisor for cause.  Upon the termination of the Trust Advisor, a replacement Trust Advisor satisfying the conditions for such replacement in Section 3.28(o) below shall be selected by the Trustee.  In addition, during any Subordinate Control Period, the identity of the proposed replacement Trust Advisor shall be subject to the consent of the Subordinate Class Representative (such consent not to be unreasonably withheld); provided that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days following the Subordinate Class Representative’s receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or withdrawn.  The Trustee may rely on a certification by the replacement Trust Advisor that it meets such criteria.  If the Trustee is unable to find a replacement Trust Advisor within thirty (30) days of the termination of the Trust Advisor, the Depositor shall be permitted to find a replacement.  Unless and until a replacement Trust Advisor is appointed, no party shall act as the Trust Advisor and the provisions relating to consultation and consent with respect to the Trust Advisor shall not be applicable until a replacement Trust Advisor is appointed hereunder.
 
 
291
 
 
(o)           Any replacement Trust Advisor shall (or all of the personnel responsible for supervising the obligations of the Trust Advisor shall) meet the following criteria:  (i) be regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis and loss projections, and (ii) have at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets.
 
(p)           The Trust Advisor shall be discharged from its duties hereunder when the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class D and Class E Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest have been reduced to zero.
 
(q)           The Trust Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Subordinate Class Representative and the Majority Subordinate Certificateholder, (the latter two only if applicable), and (b) upon the appointment of, and the acceptance of such appointment by, a successor Trust Advisor meeting the eligibility requirements set forth in Section 3.28(o) above and receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency.  During a Subordinate Control Period, the identity of the replacement Trust Advisor will be subject to the reasonable approval of the Subordinate Class Representative only if the replacement Trust Advisor is a special servicer that (i) is rated or approved by an NRSRO and (ii) has not acted as a trust advisor or operating advisor in connection with a rated commercial mortgage securitization as of the Closing Date; provided that such approval will be deemed to have been granted if no objection is made within ten (10) Business Days following the Subordinate Class Representative’s receipt of the request for such approval, and, if granted, such approval may not thereafter be revoked or withdrawn.  No such resignation by the Trust Advisor shall become effective until the replacement Trust Advisor shall have assumed the Trust Advisor’s responsibilities and obligations.  The resigning Trust Advisor shall pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency and Companion Loan Rating Agency in connection with the resignation of the Trust Advisor and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with higher market fees of a successor, transferring related information, records and reports to the successor).
 
(r)           If the Trust Advisor resigns, is discharged or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid fees, Trust Advisor Expenses, indemnification amounts, and rights to indemnification which shall be payable in accordance with the priorities and subject to the limitations set forth herein including, without limitation, Section 4.05 hereof.
 
(s)           Notwithstanding any other provisions of this Agreement to the contrary, the parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that (i) there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and that the goal of the Trust Advisor’s participation is to provide monitoring (subject to, and in accordance with, the provisions of this Agreement) relating to the
 
 
292
 
 
Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute, (ii) the Trust Advisor shall have no liability to any Certificateholder or any Serviced Companion Loan Holders for any actions taken or for refraining from taking any actions under this Agreement, (iii) the agreements of the Trust Advisor set forth in the other provisions of this Agreement shall be construed solely as agreements to perform analytical and reporting services, (iv) the Trust Advisor shall have no authority or duty to make a determination on behalf of the Trust Fund, nor have any responsibility for decisions made by or on behalf of the Trust Fund, (v) insofar as the words “consult”, “recommend” or words of similar import are used in this Agreement in respect of the Trust Advisor and any servicing action or inaction, such words shall be construed to mean the performance of analysis and reporting services, which the Special Servicer may determine not to accept, (vi) the absence of a response by the Trust Advisor to an Asset Status Report or other matter in which this Agreement contemplates consultation with the Trust Advisor shall not be construed as an approval, endorsement, acquiescence or recommendation for or against any proposed action (but, in the event of such absence of a response, the Special Servicer (x) shall be deemed to have complied with the relevant provision that otherwise required consultation with the Trust Advisor and (y) shall be entitled to proceed as if consultation with the Trust Advisor had not initially been required in connection with such Asset Status Report or other matter), (vii) any provision hereof that otherwise purports, or that may be construed, to impose on the Trust Advisor a duty to consider the Servicing Standard or the interests of the Certificateholders shall be construed as a requirement to use the Servicing Standard or such interests as the basis of measurement in its analysis and reporting and the basis of measurement in its evaluation of the performance of the Special Servicer and its determination of whether an action, recommendation or report by the Special Servicer is in compliance with this Agreement, and not to impose on the Trust Advisor a duty to itself comply with the Servicing Standard or itself act in the interests of the Certificateholders, and, if applicable, the Serviced Companion Loan Holder(s), and such basis of measurement shall be construed to refer to no particular class of Certificates or particular Certificateholders, (viii) no other party to this Agreement, and no Subordinate Class Representative, shall have any duty to monitor or supervise the performance by the Trust Advisor of its services under this Agreement; (ix) in no event shall the Trust Advisor be liable for any failure or delay in the performance of its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct; and (x) the Trust Advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.  For the avoidance of doubt, the Trust Advisor shall not owe any fiduciary duty to any Person in connection with this Agreement.
 
(t)           The Trust Advisor shall not make any principal investment in any Certificate or interest therein; provided that such prohibition shall not be construed to have been violated (i) in connection with riskless principal transactions effected by a broker-dealer Affiliate of the Trust Advisor or (ii) pursuant to investments by an Affiliate of the Trust Advisor if the Trust Advisor and such Affiliate maintain policies and procedures designed to segregate personnel involved in the activities of the Trust Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and to prevent such Affiliate and its personnel from gaining access to information regarding the Trust Fund and the Trust Advisor and its personnel from gaining access to such Affiliate’s information regarding its investment activities.
 
 
293
 
(u)          The Trust Advisor shall not, and shall cause its Affiliates not, to enter into any transaction as a result of which (i) the Special Servicer or any Affiliate thereof would be 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 (other than compensation to which the Trust Advisor is entitled hereunder) (x) in connection with the Trust Advisor’s obligations under this Agreement or (y) in consideration of the appointment or continuation of such Person as the Special Servicer, (ii) the Special Servicer would be entitled to receive any compensation from the Trust Advisor in connection with its activities under this Agreement or (iii) the Special Servicer would be entitled to receive from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment or continuation of such Person as Special Servicer unless, in the case of each of the foregoing clauses (i) through (iii), such transaction has been expressly approved by the Holders of Certificates representing 100% of the Voting Rights.
 
(v)          Notwithstanding anything herein to the contrary, the Trust Advisor shall have no duty with respect to any Non-Trust-Serviced Pooled Mortgage Loan, or the assessment of the actions of the Special Servicer under this Agreement or any applicable Other Pooling and Servicing Agreement or Non-Trust Pooling and Servicing Agreement taken with respect to any such mortgage loan.
 
Section 3.29     [Reserved].
 
Section 3.30     General Acknowledgement Regarding Non-Serviced Companion Loan Holders.  Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:  (i) each Non-Serviced Companion Loan Holder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each Non-Serviced Companion Loan Holder may act solely in its own interests; (iii) each Non-Serviced Companion Loan Holder shall not have any duties to the Holders of any Class of Certificates; and (iv) each Non-Serviced Companion Loan Holder shall not have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever against any Non-Serviced Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Non-Serviced Companion Loan Holder’s having so acted in its own interests.
 
Section 3.31     Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans.  (a)In the event that any Non-Trust Trustee, Non-Trust Master Servicer or Non-Trust Special Servicer shall be replaced in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge any such successor as the successor to such Non-Trust Trustee, Non-Trust Master Servicer or Non-Trust Special Servicer, as the case may be, and shall, upon receiving notice of the same, notify the Trustee regarding such replacement.
 
(b)          If any of the Trustee, the Certificate Administrator or the Master Servicer receive notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify the related Non-Trust Master Servicer of the same.
 
 
294
 
 
Section 3.32     Litigation Control.  (a) The Special Servicer shall, with respect to litigation involving Specially Serviced Mortgage Loans, and the Master Servicer shall, with respect to litigation involving non-Specially Serviced Mortgage Loans, and, in either case, if the Special Servicer or the Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought against the Trust or any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”).  Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard.  Upon becoming aware of or being named in any claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period and other than with respect to any Excluded Loan) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation.
 
(b)          In connection with any Material Litigation Control Matter,  the Special Servicer or the Master Servicer, as applicable, shall submit any decision to commence any proceeding or similar action in a Material Litigation Control Matter or any decision to agree to or propose any terms of settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during a Subordinate Control Period and other than with respect to any Excluded Loan) for its approval or consent (or its deemed approval or deemed consent as provided below) and provide notice of any such decision to the related Serviced Companion Loan Holder if such matter affects the related Serviced Companion Loan.  Subject to Section 3.32(e), if and as applicable, the Special Servicer or Master Servicer, as applicable, shall not take any action implementing any such decision described in the preceding sentence unless and until it has notified in writing (other than with respect to any Excluded Loan) the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Subordinate Class Representative has reasonably requested with respect thereto promptly following its receipt of such notice.  If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action; provided that, if the Special Servicer or Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or Master Servicer, as applicable, may take such action without waiting for the Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing.  Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.
 
 
295
 
 
(c)          Notwithstanding anything contained herein to the contrary, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the Master Servicer relating to a Mortgage Loan or Loan Combination (in each case, other than with respect to any Excluded Loan) that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer set forth above that the Master Servicer became aware of or was named in any such claims or litigation, the Subordinate Class Representative (during a Subordinate Control Period) may direct the Master Servicer and the Special Servicer in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Special Servicer (with the consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer (and the Master Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under Section 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the Special Servicer) arising from the related legal action or claim underlying such Litigation Control and not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement shall be payable by the Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole.
 
(d)          Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer, as applicable (i.e., whichever has Litigation Control), may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government
 
 
296
 
 
filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).  Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control-related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.
 
(e)          Notwithstanding anything herein to the contrary, no advice, direction, objection of, or consent given or withheld by the Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer to violate any provision of any Mortgage Loan Documents, any related Intercreditor Agreement, any related intercreditor, co-lender or similar agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation, the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan Documents, and to maintain the REMIC status of any Trust REMIC, (ii) result in the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any REMIC Pool to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes, (iii) expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement; and neither the Special Servicer nor the Master Servicer shall follow any such advice, direction or objection if given by the Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence.
 
ARTICLE IV
 
PAYMENTS TO CERTIFICATEHOLDERS
 
Section 4.01     Distributions.  (a) On each Distribution Date, the Certificate Administrator shall apply amounts on deposit in the Distribution Account for the following purposes and in the following order of priority, in each case to the extent of the remaining portion of the Available Distribution Amount for such Distribution Date:
 
 
297
 
 
(1)          to make distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-E, Class X-F and Class X-G Certificates, up to an amount equal to, and pro rata as among such Holders of such Classes in accordance with, the Interest Distribution Amounts in respect of each such Class for such Distribution Date;
 
(2)          to make distributions of principal to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, in the following amounts and order of priority (the aggregate amount of such distribution not to exceed the Principal Distribution Amount for such Distribution Date):
 
(A)           first, to the Holders of the Class A-SB Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution Date, and (2) the excess of (a) the Class Principal Balance of the Class A-SB Certificates immediately prior to such Distribution Date over (b) the Class A-SB Planned Principal Balance for such Distribution Date;
 
(B)           second, to the Holders of the Class A-1 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB Certificates as described in the immediately preceding clause (A) and (2) the Class Principal Balance of the Class A-1 Certificates immediately prior to such Distribution Date;
 
(C)           third, to the Holders of the Class A-2 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB and Class A-1 Certificates as described in the immediately preceding clauses (A) and (B) and (2) the Class Principal Balance of the Class A-2 Certificates immediately prior to such Distribution Date;
 
(D)           fourth, to the Holders of the Class A-3 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1 and Class A-2 Certificates as described in the immediately preceding clauses (A), (B) and (C) and (2) the Class Principal Balance of the Class A-3 Certificates immediately prior to such Distribution Date;
 
(E)            fifth, to the Holders of the Class A-4 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1, Class A-2 and Class A-3 Certificates as described in the immediately preceding clauses (A), (B), (C) and (D) and (2) the Class Principal Balance of the Class A-4 Certificates immediately prior to such Distribution Date;
 
(F)           sixth, to the Holders of the Class A-SB Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
 
 
298
 
 
Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates as described in the immediately preceding clauses (A), (B), (C), (D) and (E) and (2) the Class Principal Balance of the Class A-SB Certificates following the distributions to the Class A-SB Certificates pursuant to clause (A) above;
 
(3)           to make distributions to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, up to an amount equal to, pro rata as among such Holders of such Classes in accordance with, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to each such Class pursuant to Section 4.04(a) and not previously reimbursed;
 
(4)           to make distributions of interest to the Holders of the Class A-S Regular Interest, up to an amount equal to the Interest Distribution Amount in respect of the Class A-S Regular Interest for such Distribution Date, such distributions to be allocated between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;
 
(5)           after the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates have been reduced to zero, to make distributions of principal to the Holders of the Class A-S Regular Interest, up to an amount (not to exceed the Class Principal Balance of the Class A-S Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)), such distributions to be allocated between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;
 
(6)           to make distributions to the Holders of the Class A-S Regular Interest, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class A-S Regular Interest pursuant to Section 4.04(a) and not previously reimbursed, such distributions to be allocated between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;
 
(7)           to make distributions of interest to the Holders of the Class B Regular Interest, up to an amount equal to the Interest Distribution Amount in respect of the Class B Regular Interest for such Distribution Date, such distributions to be allocated between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;
 
 
299
 
 
(8)           after the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-S Regular Interest have been reduced to zero, to make distributions of principal to the Holders of the Class B Regular Interest, up to an amount (not to exceed the Class Principal Balance of the Class B Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates or the Class A-S Regular Interest pursuant to any prior clause of this Section 4.01(a)), such distributions to be allocated between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;
 
(9)           to make distributions to the Holders of the Class B Regular Interest, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class B Regular Interest pursuant to Section 4.04(a) and not previously reimbursed, such distributions to be allocated between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;
 
(10)         to make distributions of interest to the Holders of the Class C Regular Interest, up to an amount equal to the Interest Distribution Amount in respect of the Class C Regular Interest for such Distribution Date, such distributions to be allocated between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;
 
(11)         after the Class Principal Balance of the Class B Regular Interest has been reduced to zero, to make distributions of principal to the Holders of the Class C Regular Interest, up to an amount (not to exceed the Class Principal Balance of the Class C Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates or the Class A-S Regular Interest or Class B Regular Interest pursuant to any prior clause of this Section 4.01(a)), such distributions to be allocated between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;
 
(12)         to make distributions to the Holders of the Class C Regular Interest, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class C Regular Interest pursuant to Section 4.04(a) and not previously reimbursed, such distributions to be allocated between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;
 
 
300
 
 
(13)         to make distributions of interest to the Holders of the Class D Certificates, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;
 
(14)         after the Class Principal Balance of the Class C Regular Interest has been reduced to zero, to make distributions of principal to the Holders of the Class D Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section 4.01(a));
 
(15)         to make distributions to the Holders of the Class D Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
 
(16)         to make distributions of interest to the Holders of the Class E Certificates, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;
 
(17)         after the Class Principal Balance of the Class D Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class E Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section 4.01(a));
 
(18)         to make distributions to the Holders of the Class E Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
 
(19)         to make distributions of interest to the Holders of the Class F Certificates, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;
 
(20)         after the Class Principal Balance of the Class E Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class F Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal
 
 
301
 
 
Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section 4.01(a));
 
(21)         to make distributions to the Holders of the Class F Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
 
(22)         to make distributions of interest to the Holders of the Class G Certificates, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;
 
(23)         after the Class Principal Balance of the Class F Certificates has been reduced to zero, to make distributions of principal to the Holders of the Class G Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section 4.01(a));
 
(24)         to make distributions to the Holders of the Class G Certificates, up to an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
 
(25)         to make distributions first, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, pro rata as among such Holders of such Classes, and then to the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, in that order, and then to the Holders of the Class D, Class E, Class F and Class G Certificates, in that order, for any amounts that may previously have been allocated to those Classes in reduction of their Certificate Principal Balances and for which reimbursement has not previously been made; and
 
(26)         to make distributions to the Holders of the Class R Certificates, up to an amount equal to the excess, if any, of (A) the Available Distribution Amount for such Distribution Date, over (B) the aggregate distributions made in respect of the Classes of Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest on such Distribution Date pursuant to the prior clauses of this Section 4.01(a).
 
Any distributions of interest made with respect to the Interest Only Certificates on any Distribution Date pursuant to clause (1) above shall be deemed to have been allocated among the respective REMIC III Components of each such Class of Certificates, and on a pro rata basis in accordance with the respective amounts of Accrued Component Interest for such REMIC III Components for such Distribution Date.
 
 
302
 
 
Notwithstanding any contrary provision described above, if (I) as of the commencement of business on such Distribution Date, (i) any Class A-1, Class A-2, Class A-3, Class A-4 or Class A-SB Certificate remains outstanding and (ii) the aggregate of the Class Principal Balances of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest and the Class D, Class E, Class F and Class G Certificates have previously been reduced to zero as a result of the allocation of Realized Losses and Additional Trust Fund Expenses pursuant to Section 4.04(a), or (II) such Distribution Date is the Final Distribution Date, then, in each case, the Certificate Administrator shall, in lieu of the distributions otherwise required under clause (2) above, make distributions of principal to the Holders of the Classes of the Class A Certificates, up to an amount (not to exceed the aggregate of the Class Principal Balances of such Classes of Certificates outstanding immediately prior to such Distribution Date) equal to, and pro rata as among such Holders of such Classes in accordance with their Class Principal Balances outstanding immediately prior to such Distribution Date, the entire Principal Distribution Amount for such Distribution Date.
 
Also notwithstanding any contrary provision described above, if the Available Distribution Amount for any Distribution Date includes any recoveries of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) from a source other than the proceeds of the Mortgage Loans, the Certificate Administrator shall, prior to the distributions described above, distribute such recoveries to the Holders of any Principal Balance Certificates that experienced write-offs in connection with Trust Advisor Expenses under Section 4.05.  Such distributions shall be made to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates (on a pro rata basis based on the write-offs previously experienced by such Classes in respect of Trust Advisor Expenses (other than Designated Trust Advisor Expenses)), and then to the Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, and then to the Holders of the Class D and Class E Certificates, in that order, in each case up to the amount of such write-offs previously experienced by such Class in respect of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) under such Section 4.05.  Any amounts in respect of recoveries of Trust Advisor Expenses distributed in respect of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest for any Distribution Date shall be distributed (i) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.
 
While the Class Principal Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further distributions in respect of interest or principal other than reimbursement of Realized Losses, Additional Trust Fund Expenses and other amounts provided for in this Section 4.01.
 
(b)          [Reserved].
 
 
303
 
 
(c)          Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges Received by the Trust with respect to any Mortgage Loan or REO Mortgage Loan during the related Collection Period, in each case net of any Liquidation Fees payable therefrom, shall be distributable as follows:  if any Yield Maintenance Charge or Prepayment Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the Certificate Administrator shall pay a portion of that Yield Maintenance Charge or Prepayment Premium (net of Liquidation Fees payable therefrom) in the following manner:  (1) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class D Certificates and Class A-S, Class B and Class C Regular Interests, the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such Class of Certificates or REMIC III Regular Interest, as the case may be, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates or REMIC III Regular Interest for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the Exchangeable Certificates) and REMIC III Regular Interests for that Distribution Date, and (2) to the Class X-A Certificates, any remaining such Yield Maintenance Charge or Prepayment Premium not distributed pursuant to clause (1) of this Section 4.01(c).  No Prepayment Premiums or Yield Maintenance Charges will be distributed to the Holders of the Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class R or Class V Certificates.  Any funds distributed on any such Class of Certificates or REMIC III Regular Interest in respect of any Prepayment Premium or Yield Maintenance Charge pursuant to this Section 4.01(c) shall constitute an “Additional Yield Amount” for such Class.
 
Any distributions of Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest on any Distribution Date shall be distributed (i) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.
 
For purposes of the second preceding paragraph, the relevant “Base Interest Fraction” in connection with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any Class of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for the related Distribution Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that:  (a) under no
 
 
304
 
 
circumstances will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0.  If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.
 
For purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Mortgage Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Mortgage Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Mortgage Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Mortgage Loan that is not related to an ARD Mortgage Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Mortgage Loan that is related to an ARD Mortgage Loan), such interpolated yield converted to a monthly equivalent yield.  If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.
 
(d)          On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account any amounts then on deposit in the Class V Sub-Account of the Distribution Account that represent Post-ARD Additional Interest collected or deemed collected in respect of the Mortgage Loans or REO Mortgage Loans related to ARD Mortgage Loans during the related Collection Period and shall distribute such amounts to the Holders of the Class V Certificates.
 
(e)          All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests.  Except as otherwise provided below, all such distributions with respect to each Class of Certificates on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may
 
 
305
 
 
be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  The final distribution on each Certificate (determined, in the case of a Principal Balance Certificate, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate pursuant to Section 4.04(a)) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.  Prior to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register or to any other address of which the Certificate Administrator was subsequently notified in writing.  If such check is returned to the Certificate Administrator, then the Certificate Administrator, directly or through an agent, shall take such reasonable steps to contact the related Holder and deliver such check as it shall deem appropriate.  Any funds in respect of a check returned to the Certificate Administrator shall be set aside by the Certificate Administrator and held uninvested in trust and credited to the account of the appropriate Holder.  The costs and expenses of locating the appropriate Holder and holding such funds shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder.  If the Certificate Administrator has not, after having taken such reasonable steps, located the related Holder by the second anniversary of the initial sending of a check, the Certificate Administrator shall, subject to applicable law, distribute the unclaimed funds to the Class R Certificateholders.
 
(f)           Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such distribution to the related Certificate Owners that it represents and to each indirect participating brokerage firm for which it acts as agent.  Each indirect participating brokerage firm shall be responsible for disbursing funds to the related Certificate Owners that it represents.  None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.  The Certificate Administrator and the Depositor shall perform their respective obligations under the letters of representation between the Issuer and the initial Depository dated as of the Closing Date and pertaining to the Book-Entry Certificates, a copy of which Letters of Representations are attached hereto as Exhibit B.
 
(g)          The rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund with respect to the Certificates, and all rights and interests of the Certificateholders in and to such distributions, shall be as set forth in this Agreement.  Neither the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Certificates with respect to amounts properly previously distributed on the Certificates.
 
 
306
 
 
(h)          Except as otherwise provided in Section 9.01, whenever the Certificate Administrator receives written notification of or expects that the final distribution with respect to any Class of Certificates (determined, in the case of a Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Class of Certificates pursuant to Section 4.04(a)) will be made on the next Distribution Date, the Certificate Administrator shall, no later than the second Business Day prior to such Distribution Date, mail to each Holder of record of such Class of Certificates on such date (with a copy to be posted to the Certificate Administrator’s Website in accordance with Section 8.12(b)) a notice to the effect that:
 
(i)            the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar or at such other location therein specified, and
 
(ii)           no interest shall accrue on such Certificates from and after the end of the Interest Accrual Period for such Distribution Date.
 
Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, then the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such non-tendering Certificateholders following the first anniversary of the delivery of such second notice thereto shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph.  If all of the Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation by the second anniversary of the delivery of the second notice, the Certificate Administrator shall, subject to applicable law, distribute to the Class R Certificateholders all unclaimed funds and other assets which remain subject thereto.
 
(i)           All distributions made in respect of each Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest on each Distribution Date (including the Final Distribution Date) pursuant to Section 4.01(a) or Section 4.01(c) above shall be deemed to have first been distributed from REMIC II to REMIC III with respect to the Corresponding REMIC II Regular Interest(s) for such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest; and all
 
 
307
 
 
distributions made with respect to each Class of Interest Only Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 4.01(c) above, and allocable to any particular REMIC III Component of such Class of Interest Only Certificates, shall be deemed to have first been distributed from REMIC II to REMIC III in respect of the Corresponding REMIC II Regular Interest for such REMIC III Component.  In each case, if such distribution on any such Class of Certificates was a distribution of accrued interest, of principal, of additional interest (in the form of one or more Additional Yield Amounts) or in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously allocated to a Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, then the corresponding distribution deemed to be made on a REMIC II Regular Interest pursuant to the preceding sentence (and, if applicable the next paragraph) shall be deemed to also be, respectively, a distribution of accrued interest, of principal, of additional interest (in the form of one or more Additional Yield Amounts) or in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously allocated to REMIC III in respect of such REMIC II Regular Interest.
 
The actual distributions made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest pursuant to Section 4.01(a) or Section 4.01(c) above, as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect to the REMIC II Regular Interests on such Distribution Date pursuant to this Section 4.01(i).  Notwithstanding the deemed distributions on the REMIC II Regular Interests described in this Section 4.01(i), actual distributions of funds from the REMIC Sub-Account of the Distribution Account shall be made only in accordance with Section 4.01(a) or Section 4.01(c) above, as applicable.
 
(j)           On each Distribution Date, including the Final Distribution Date, the Available Distribution Amount for such date shall be deemed to have first been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interests, in each case to the extent of the remaining portions of such funds, for the following purposes and in the following order of priority:
 
(i)            as deemed distributions of interest with respect to all the REMIC I Regular Interests, up to an amount equal to, and pro rata in accordance with, all Uncertificated Distributable Interest with respect to each REMIC I Regular Interest for such Distribution Date and, to the extent not previously deemed distributed, for all prior Distribution Dates;
 
(ii)           as deemed distributions of principal with respect to all the REMIC I Regular Interests, up to an amount equal to, and pro rata in accordance with, as to each such REMIC I Regular Interest, the portion of the Principal Distribution Amount for such Distribution Date attributable to the related Mortgage Loan(s) or REO Mortgage Loan(s); and
 
(iii)          as deemed distributions with respect to all the REMIC I Regular Interests, up to an amount equal to, pro rata in accordance with, and in reimbursement of, any Realized Losses, Additional Trust Fund Expenses and Trust Advisor Expenses previously allocated to each such REMIC I Regular Interest (with compounded interest).
 
 
308
 
 
The portion of each Prepayment Premium and Yield Maintenance Charge that is distributed to any Class of Regular Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest on any Distribution Date shall, in each case, be deemed to have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interest(s) corresponding to the prepaid Mortgage Loan or REO Mortgage Loan, as the case may be, in respect of which such Prepayment Premium or Yield Maintenance Charge was received or deemed received.
 
The actual distributions made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to Section 4.01(a) or Section 4.01(c) above, as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect to the REMIC I Regular Interests on such Distribution Date pursuant to this Section 4.01(j).  Notwithstanding the deemed distributions on the REMIC I Regular Interests described in this Section 4.01(j), actual distributions of funds from the REMIC Sub-Account of the Distribution Account shall be made only in accordance with Section 4.01(a) or Section 4.01(c) above, as applicable.
 
Section 4.02     Distribution Date Statements; Servicer Reporting.  (a) Distribution Date Statements and Information.  (i) Based on information provided to the Certificate Administrator by the Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the Master Servicer, the Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission.  If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the Commission shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates.
 
(ii)           On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience
 
 
309
 
 
to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the Commission.  In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website.
 
(iii)           The Master Servicer shall provide (in electronic media) to each Serviced Companion Loan Holder and, upon reasonable request, to any Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable satisfaction (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or delivered by the Special Servicer to the Master Servicer and, with respect to any Serviced Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by the Master Servicer or the Special Servicer (if received by the Master Servicer) to any other party hereunder, at the same time such information is provided to any such party; provided that, in connection therewith, the Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower.
 
The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the Master Servicer or the Special Servicer to timely deliver any information or reports hereunder.  None of the Master Servicer, the Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable.  None of the Certificate Administrator, the Master Servicer or the Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other.
 
During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect:  “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.”
 
 
310
 
 
The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor.  In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source.
 
In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website).  The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith.  Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526 or such other number as the Certificate Administrator may hereinafter specify.
 
The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
 
Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required).  If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.
 
(b)          Certain Tax-Related Reporting to Certificateholders by the Certificate Administrator.  Within a reasonable period of time after the end of each calendar year, the Certificate Administrator shall prepare, or cause to be prepared, and mail to each Person who at any time during the calendar year was a Certificateholder (i) a statement containing the aggregate information set forth in items 3, 4 and 14 of Exhibit G-2 hereto for such calendar year or applicable portion thereof during which such person was a Certificateholder and (ii) such other customary information as the Certificate Administrator deems necessary or desirable for Certificateholders to prepare their federal, state and local income tax returns, including the amount of original issue discount accrued on the Certificates, if applicable.  The obligations of the Certificate Administrator in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code.  As soon as practicable following the request of any Certificateholder in writing, the Certificate Administrator shall furnish to such Certificateholder such information regarding the Mortgage Loans and the Mortgaged Properties as such Certificateholder may reasonably request and, as has been furnished to, or may otherwise be in the possession of, the Certificate Administrator.  Each of the Master Servicer and the Special Servicer shall promptly provide to the Depositor and the Certificate Administrator such information regarding, in the case of the Master Servicer, the Mortgage Loans and the Mortgaged Properties and, in the case of the Special Servicer, the
 
 
311
 
 
Specially Serviced Mortgage Loans and the Administered REO Properties, as the case may be, in any event as such party may reasonably request and that has been furnished to, or may otherwise be in the possession of, the Master Servicer or the Special Servicer, as the case may be.
 
(c)          CREFC® Loan Periodic Update Files.  Not later than 2:00 p.m. (New York City time) on the second Business Day following each Determination Date (which is also the second Business Day preceding the related Distribution Date), the Master Servicer shall deliver to the Certificate Administrator the CREFC® Loan Periodic Update File, combining information with respect to the Mortgage Loans, reflecting information as of the close of business on such Determination Date.  The CREFC® Loan Periodic Update File delivered by the Master Servicer as described above shall be in an electronic format that is mutually acceptable to the Master Servicer and the Certificate Administrator.
 
Notwithstanding the foregoing, the parties agree that the CREFC® Loan Periodic Update File required to be delivered by the Master Servicer in June 2015 will be based solely upon information generated from actual collections received by the Master Servicer or that are remitted to the Master Servicer from any Non-Trust Master Servicer and from information that the respective Mortgage Loan Sellers deliver or cause to be delivered to the Master Servicer (including but not limited to information prepared by third party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date).  The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loans and Administered REO Properties as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
 
(d)          CREFC® Operating Statement Analysis Report, CREFC® Financial Files, CREFC® Comparative Financial Status Reports and CREFC® NOI Adjustment Worksheets.  The Master Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property that secures a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan and the Special Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Specially Serviced Mortgage Loan and Administered REO Property, in each case in accordance with the provisions described below.  As to quarterly (that is, not annual) periods, within 105 calendar days after the end of each of the first three calendar quarters (in each year) for the trailing or quarterly information received, commencing with respect to the quarter ending on September 30, 2015, the Master Servicer (in the case of Mortgaged Properties that secure Serviced Mortgage Loans that are not Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Mortgaged Properties securing Specially Serviced Mortgage Loans and Administered REO Properties) shall, based upon the operating statements or rent rolls received (if and to the extent received) and covering such calendar quarter, prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC® Comparative Financial Status Report for each related Mortgaged Property and/or REO Property, using the normalized quarterly and normalized year-end operating statements and rent rolls received from the related Borrower; provided, however, that the analysis with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of
 
 
312
 
 
the date hereof, the applicable CREFC® guidelines provide that the analysis with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan is on the CREFC® Servicer Watch List).  As to annual (that is, not quarterly) periods, not later than the second Business Day following the Determination Date occurring in June of each year (beginning in 2016 for year-end 2015), the Master Servicer (in the case of Mortgaged Properties securing Serviced Mortgage Loans that are not Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Mortgaged Properties securing Specially Serviced Mortgage Loans and Administered REO Properties) shall, based upon the most recently available normalized year-end financial statements and most recently available rent rolls received (if and to the extent (i) such information has been received and (ii) any such information in the form of normalized year-end financial statements has been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® Investor Reporting Package) not less than thirty (30) days prior to such second Business Day, prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report, the CREFC® Comparative Financial Status Report and a CREFC® NOI Adjustment Worksheet for each related Mortgaged Property and/or REO Property; provided that any analysis or update shall be performed in accordance with the then-current applicable CREFC® guidelines.
 
The Master Servicer and the Special Servicer shall each remit electronically an image of each CREFC® Operating Statement Analysis Report and/or each CREFC® NOI Adjustment Worksheet prepared or updated by it (promptly following initial preparation and each update thereof), together with the underlying operating statements and rent rolls to the Subordinate Class Representative (other than with respect to any Excluded Loan), the Certificate Administrator (upon request) and, in the case of such a report prepared or updated by the Master Servicer, the Special Servicer.  The Certificate Administrator shall, upon request from the Master Servicer or the Special Servicer and, to the extent such items have been delivered to the Certificate Administrator by the Master Servicer or the Special Servicer, make such report (and any underlying operating statements and rent rolls) available to Certificateholders pursuant to Section 8.12(b).
 
With respect to a Non-Trust-Serviced Pooled Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons as described above in this Section 4.02(d) and according to the same time frames as described above in this Section 4.02(d), with reasonable promptness following the Master Servicer’s receipt of such information from the related Non-Trust Master Servicer under the applicable Non-Trust Pooling and Servicing Agreement.
 
If, with respect to any Performing Serviced Mortgage Loan, the Special Servicer has any questions for the related Borrower based upon the information delivered to the Special Servicer pursuant to Section 3.12(a) or this Section 4.02(d), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer in the Special Servicer’s efforts to contact and solicit information from such Borrower.
 
(e)          Reporting by the Special Servicer.  Not later than 1:00 p.m. (New York City time) on the first Business Day following each Determination Date following the earliest date on
 
 
313
 
 
which any Mortgage Loan has become a Specially Serviced Mortgage Loan, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CREFC® Special Servicer Loan File, providing the required information as of such Determination Date.  In addition, the Special Servicer shall from time to time provide the Master Servicer with such information in the Special Servicer’s possession regarding any Specially Serviced Mortgage Loan or Administered REO Property as may be requested by the Master Servicer and is reasonably necessary for the Master Servicer to prepare each report and any supplemental information required to be provided by the Master Servicer to the Certificate Administrator.  The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Trust Advisor such reports and other information produced or otherwise available to the Majority Subordinate Certificateholder, or Certificateholders generally, requested by the Trust Advisor in support of its obligations under this Agreement.  Notwithstanding the foregoing, the Special Servicer shall not be required to prepare and deliver any of such files or reports with respect to the initial Determination Date following the Closing Date.
 
(f)           Other Reporting by the Master Servicer.  Not later than 2:00 p.m. (New York City time) on the Business Day immediately preceding each Distribution Date, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Certificate Administrator a CREFC® Financial File, a CREFC® Property File and a CREFC® Comparative Financial Status Report, providing the most recent information with respect to the Mortgage Loans and REO Properties as of the related Determination Date and, in each case, if applicable, identifying each subject Mortgage Loan by loan number and property name.  Each CREFC® Financial File, CREFC® Property File and CREFC® Comparative Financial Statement Report delivered by the Master Servicer as described above shall be in electronic format.
 
Not later than 2:00 p.m. (New York City time) on the Business Day immediately preceding each Distribution Date, the Master Servicer shall deliver or cause to be delivered, and shall prepare (if any to the extent necessary) and deliver or cause to be delivered to the Certificate Administrator, in electronic format, a CREFC® Delinquent Loan Status Report, a CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, a CREFC® Loan Level Reserve/LOC Report, a CREFC® REO Status Report, a CREFC® Operating Statement Analysis Report, a CREFC® Comparative Financial Status Report, a CREFC® Servicer Watch List, a CREFC® NOI Adjustment Worksheet, a CREFC® Total Loan Report, a CREFC® Advance Recovery Report and a Realized Loss Template, in each case providing the most recent information with respect to the Mortgage Loans and REO Properties as of the related Determination Date and, in each case, if applicable, identifying each subject Mortgage Loan by loan number and property name.  Notwithstanding the foregoing, the Master Servicer shall not be required to prepare and deliver any of such files or reports with respect to the initial Determination Date following the Closing Date.
 
The Master Servicer may, but is not required to, make any of the reports or files comprising the CREFC® Investor Reporting Package prepared by it available each month on the Master Servicer’s internet website only with the use of a password, in which case the Master Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be deemed to have agreed not to disclose such password to any other Person, (ii) the Subordinate Class Representative, and (iii) each Certificateholder and Certificate Owner who requests such password, provided that (A) the Master Servicer shall not
 
 
314
 
 
have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or the related Mortgage Loan Documents and (B) any such Certificateholder or Certificate Owner, as the case may be, has delivered a certification substantially in the form of Exhibit K-1A or Exhibit K-1B, as applicable, to the Certificate Administrator (with a copy to the Master Servicer).  In connection with providing such access to its internet website, the Master Servicer may require registration and the acceptance of a reasonable disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of a reasonable agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may arise therefrom.  For the avoidance of doubt, the foregoing sentence shall not be construed to limit any right to receive information already provided for in this Agreement.
 
(g)          Certain General Provisions Regarding Reporting.  The Special Servicer shall deliver to the Master Servicer(s) the reports and files required to be delivered pursuant to Section 4.02(d) and Section 4.02(e) and the Master Servicer(s) shall deliver to the Certificate Administrator the reports set forth in Section 4.02(c) and Section 4.02(f), in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Certificate Administrator.  The Master Servicer may, absent manifest error, conclusively rely on the file to be provided by the Special Servicer pursuant to Section 4.02(e).  The Certificate Administrator may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 4.02(c) and Section 4.02(f).  To the extent that any report to be prepared and provided to the Certificate Administrator and/or the Subordinate Class Representative by the Master Servicer pursuant to Section 4.02(c), Section 4.02(d) or Section 4.02(f) is dependent on information from the Special Servicer or a party under a Non-Trust Pooling and Servicing Agreement and the Special Servicer or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) has not timely provided such information to the Master Servicer, the Master Servicer shall on a timely basis provide to the Certificate Administrator, the Subordinate Class Representative as complete a report as the information provided by the Special Servicer or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) permits and shall promptly update and provide to the Certificate Administrator and the Subordinate Class Representative a complete report when the Special Servicer or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) provides the Master Servicer with the requisite missing information; and the Master Servicer shall not be in breach hereunder for so providing an incomplete report under Section 4.02(c), Section 4.02(d) or Section 4.02(f) under the foregoing circumstances.  Furthermore, if any report to be provided to the Certificate Administrator and/or the Subordinate Class Representative by the Master Servicer pursuant to Section 4.02(c), Section 4.02(d) or Section 4.02(f) was to be prepared by the Special Servicer and delivered to the Master Servicer, the Master Servicer shall not be in breach by reason of any delay in its delivery of such report to the Certificate Administrator, the Subordinate Class Representative and/or the Majority Subordinate Certificateholder by reason of a delay on the part of the Special Servicer; and the Master Servicer shall deliver as promptly as reasonably practicable to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder any such report that it receives from the Special Servicer after the requisite delivery date.
 
 
315
 
 
(h)           Certain Means of Delivery.  Except to the extent a form of delivery is specified in this Agreement, if the Master Servicer or Special Servicer is required to deliver any statement, report or information under any provision of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Master Servicer’s internet website or the Certificate Administrator’s Website and notifying the Person(s) entitled to such statement, report or information of such availability.  Notwithstanding the foregoing, (A) the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer may each request delivery in paper format of any statement, report or information required to be delivered to the Certificate Administrator, the Trustee or the Special Servicer, as the case may be, (B) any statement, report or information under any provision of this Agreement to be posted to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website shall be delivered to the Certificate Administrator or the Rule 17g-5 Information Provider, as the case may be, in electronic format pursuant to Section 8.12(b) or Section 8.12(c), as applicable, and (C) clause (z) shall not apply to the delivery of any information required to be delivered to the Certificate Administrator, the Trustee or the Special Servicer, as the case may be, unless the Certificate Administrator, the Trustee or the Special Servicer, as the case may be, consents to such delivery.
 
(i)           During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, access to information regarding the Trust on the Master Servicer’s internet website will be conditioned to the party attempting to gain such access electronically agreeing to keep confidential any such information that has not been filed with the Commission.
 
(j)           No provisions of this Agreement shall be deemed to require the Master Servicer or Special Servicer to confirm or make any representation regarding the accuracy of (or to be liable or responsible for) any other Person’s information or report.
 
(k)          The Master Servicer shall produce the reports required of it under this Agreement but shall not be required to (but may upon request) produce any ad hoc non-standard written reports.  If the Master Servicer elects to provide any non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.
 
(l)           Notwithstanding anything in this Section 4.02 to the contrary, in preparing and disseminating any of the statements, reports and other information required under this Section 4.02, insofar as such statements, reports and other information relate to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the Master Servicer, absent manifest error, shall be entitled to rely upon the information received by it under the related Intercreditor Agreement and/or the related Non-Trust Pooling and Servicing Agreement.
 
(m)         Each of the parties hereto shall cooperate with the other to make information available that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.
 
 
316
 
 
(n)          With respect to any Serviced Loan Combination, the Master Servicer shall deliver or cause to be delivered to the related Serviced Companion Loan Holder (or its designee) or, after the securitization of any Serviced Pari Passu Companion Loan, to the related Other Master Servicer, the Certificate Administrator (upon request), the Special Servicer and the Subordinate Class Representative the following materials, in writing or by electronic means reasonably acceptable to the related Serviced Companion Loan Holder(s) (or its designee) (and such reports may include any reasonable disclaimers with respect to information provided by third parties or with respect to assumptions required to be made in the preparation of such reports as the Master Servicer deems appropriate) not later than two (2) Business Days after the end of each Collection Period (but, in the case of a Serviced Pari Passu Companion Loan that has been included in an Other Securitization, in any event no later than any applicable Serviced Pari Passu Companion Loan Early Remittance Date):
 
(i)            the amount of the distributions made on the respective interests in such Serviced Loan Combination for such period allocable to interest (separately identifying Default Interest) and the amount thereof allocable to principal;
 
(ii)           if the amount of the distributions to any related Serviced Companion Loan Holder(s) was less than the full amount that would have been distributable to such Serviced Companion Loan Holder if there had been sufficient funds, the amount of the shortfall, stating separately the amounts allocable to interest and principal;
 
(iii)          the outstanding principal balance of such Serviced Loan Combination and the Serviced Companion Loan(s) therein immediately following payment for such period;
 
(iv)          the aggregate amount of unscheduled payments of principal received on such Serviced Loan Combination and the allocation thereof to each interest in such Serviced Loan Combination (and the source thereof) made during the related period;
 
(v)           the aggregate outstanding Servicing Advances with respect to such Serviced Loan Combination and interest thereon as of the end of, and all interest paid on Servicing Advances with respect to such Serviced Loan Combination during, the prior calendar month;
 
(vi)          the amount of the servicing compensation paid to the Master Servicer and the Special Servicer with respect to such Serviced Loan Combination, including the Master Servicing Fee, the Special Servicing Fee, any Workout Fee, any Liquidation Fee (other than any Liquidation Fee due in respect of the Mortgage Loan) and any charges to the related Borrower retained by the Master Servicer or the Special Servicer as allocated between the Mortgage Loan and any Serviced Companion Loan(s) in such Serviced Loan Combination;
 
(vii)         the amount of any shortfalls in distributions to the holders of the Mortgage Loan and any Serviced Companion Loan(s) in the related Serviced Loan Combination for such period and the amount of any outstanding amounts due on such Mortgage Loan and Serviced Companion Loan(s) for prior periods;
 
 
317
 
 
(viii)        information contained in the CREFC® Investor Reporting Package relating solely to any related Serviced Loan Combination; and
 
(ix)          any and all other reports required to be delivered by the Master Servicer to the Trustee hereunder pursuant to the terms hereof to the extent related to such Serviced Loan Combination.
 
(o)          No provision of this Agreement shall be construed to prohibit or restrict the Depositor or its designee from delivering or furnishing any reports, certificates or other information of any nature to the Rating Agency or any other credit rating agency.
 
Section 4.03     P&I Advances.  (a) On or before 1:00 p.m. (New York City time) on each P&I Advance Date, the Master Servicer shall, subject to Section 4.03(c), either (i) remit from its own funds to the Certificate Administrator for deposit into the Distribution Account an amount equal to the aggregate amount of P&I Advances with respect to Mortgage Loans and successor REO Mortgage Loans, if any, to be made by the Master Servicer in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances, or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer; provided, however, that to the extent that amounts on deposit in the Collection Account were insufficient to pay the CREFC® License Fee on the related Master Servicer Remittance Date, the Master Servicer shall apply any P&I Advances required to be made by it on such P&I Advance Date pursuant to this Section 4.03 to pay the balance of such CREFC® License Fee.  Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account prior to the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and interest in respect of which such P&I Advances were made).  If, as of 3:30 p.m. (New York City time) on any P&I Advance Date, the Master Servicer shall not have made any P&I Advance required to be made by it on such date pursuant to this Section 4.03(a) (and shall not have delivered to the Certificate Administrator and the Trustee the Officer’s Certificate and other documentation related to a determination of nonrecoverability of a P&I Advance pursuant to Section 4.03(c) below) or shall not have remitted any portion of the Master Servicer Remittance Amount required to be remitted by the Master Servicer on such date, then the Certificate Administrator shall provide notice of such failure to the Master Servicer by facsimile transmission at (704) 715-0034 and by telephone at (800) 326-1334 as soon as possible, but in any event before 4:30 p.m. (New York City time) on such P&I Advance Date.  If after such notice the Certificate Administrator does not receive the full amount of such P&I Advances by 9:00 a.m. (New York City time) on the related Distribution Date, then the Certificate Administrator shall promptly notify the Trustee (but in any event before 10:00 a.m. (New York City time) and the Trustee shall (not later than 12:00 noon, New York City time, on the related Distribution Date) make the portion of such P&I Advances that was required to be, but was not, made or remitted, as the case may be, by the Master Servicer with respect to the related Distribution Date.
 
 
318
 
 
With respect to any Mortgage Loan that is part of a Serviced Loan Combination, the Master Servicer or Trustee, as applicable, shall provide the Other Master Servicer and the Other Trustee under the Other Securitization with written notice of any P&I Advance relating to such Mortgage Loan within two (2) Business Days of making such P&I Advance.
 
(b)          The aggregate amount of P&I Advances to be made by the Master Servicer (or by the Trustee, if the Master Servicer fails to do so) in respect of any Distribution Date, subject to Section 4.03(c) below, shall equal the aggregate of all Monthly Payments (other than Balloon Payments) and any Assumed Monthly Payments, in each case net of any related Master Servicing Fees (and, in the case of a Non-Trust-Serviced Pooled Mortgage Loan or REO Mortgage Loan that is a successor thereto, the Non-Trust Primary Servicing Fee and Non-Trust Trust Advisor fee payable under the related Non-Trust Pooling and Servicing Agreement), due or deemed due and net of any Post-ARD Additional Interest, as the case may be, in respect of the Mortgage Loans and any successor REO Mortgage Loans with respect thereto on their respective Due Dates occurring in the month in which such Distribution Date occurs, in each case to the extent such amount was not Received by the Trust as of the close of business on the related Determination Date; provided that, if an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan, then the interest portion of any P&I Advance required to be made in respect of such Required Appraisal Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (i) the amount of the interest portion of such P&I Advance that would otherwise be required to be made in respect of such Required Appraisal Loan for such Distribution Date without regard to this proviso, multiplied by (ii) a fraction, expressed as a percentage, the numerator of which shall equal the Stated Principal Balance of such Required Appraisal Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount, and the denominator of which shall equal the Stated Principal Balance of such Required Appraisal Loan immediately prior to such Distribution Date.
 
(c)          Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.  The determination by the Master Servicer (or, if applicable, the Trustee) that a prior P&I Advance (or Unliquidated Advance in respect thereof) that it has made constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be made by such Person subject to the Servicing Standard or, in the case of the Trustee, in 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 Mortgage Loan 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 from the Special Servicer any analysis, Appraisals or market value estimates or other information in the possession of the Special Servicer for such purposes.  Any determination by the Master Servicer (or, if applicable, the Trustee) that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer’s
 
 
319
 
 
Certificate delivered to the Depositor, the Special Servicer, the Certificate Administrator, the Subordinate Class Representative and, if made by the Master Servicer, the Trustee (on or before the related P&I Advance Date in the case of a proposed P&I Advance) and, if such Nonrecoverable P&I Advance is with respect to a Mortgage Loan in any Serviced Pari Passu Loan Combination, the Serviced Pari Passu Companion Loan Holder(s) or, following the securitization of a related Serviced Pari Passu Companion Loan, the Other Master Servicer (if applicable), setting forth the basis for such determination, accompanied by a copy of an Appraisal of the related Mortgaged Property or REO Property performed within the nine (9) months preceding such determination by a Qualified Appraiser, and further accompanied by any other information, including engineers’ reports, environmental surveys or similar reports, that the Person making such determination may have obtained.  A copy of any such Officer’s Certificate (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 and the Master Servicer for the subject Mortgage Loan and, with respect to any Serviced Pari Passu Loan Combination, the Serviced Pari Passu Companion Loan Holder(s) and the Other Master Servicer (if applicable).  Absent bad faith, the Master Servicer’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders and, in all cases, the Trustee shall be entitled to conclusively rely on any nonrecoverability determination made by the Master Servicer with respect to a particular P&I Advance.  The Special Servicer shall promptly furnish any party required to make P&I Advances hereunder or, in the case of a Serviced Pari Passu Companion Loan, comparable advances under the terms of the Other Pooling and Servicing Agreement, with any information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as such party required to make P&I Advances may reasonably request.  The Master Servicer shall consider Unliquidated Advances in respect of prior P&I Advances as outstanding Advances for purposes of recoverability determinations as if such Unliquidated Advance were a P&I Advance.
 
The Special Servicer for each Mortgage Loan shall also be entitled to 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 P&I Advance (or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance by the Master Servicer (or, if applicable, the Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case, after written notice of such determination by the Special Servicer to the Master Servicer and the Trustee, such P&I Advance shall constitute a Nonrecoverable P&I Advance for all purposes of this Agreement and the Master Servicer and the Trustee shall conclusively rely on such determination by the Special Servicer that a P&I Advance is a Nonrecoverable Advance; provided that in no event shall a determination by the Special Servicer that a previously made or proposed P&I Advance would be recoverable be binding on the Master Servicer or the Trustee.  A copy of any Officer’s Certificate (and accompanying information) of the Special Servicer in support of its determination shall be promptly delivered to the Master Servicer for the subject Mortgage Loan.  The Special Servicer may update or change its recoverability determination at any time.
 
(d)          In the case of each Mortgage Loan, the Master Servicer and the Trustee shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, accrued on
 
 
320
 
 
the amount of each P&I Advance made thereby (with its own funds), to the extent that such P&I Advance (i) relates to a Monthly Payment or Assumed Monthly Payment in respect of a Mortgage Loan that is a Past Grace Period Loan or an REO Mortgage Loan when made, in which case such interest shall begin to accrue from the related P&I Advance Date, or (ii) is made with respect to a Within Grace Period Loan and remains outstanding when the subject Mortgage Loan becomes a Past Grace Period Loan in respect of the subject Monthly Payment or Assumed Monthly Payment, in which case such interest shall begin to accrue when the subject Mortgage Loan becomes a Past Grace Period Loan in respect of the subject Monthly Payment or Assumed Monthly Payment, in either case, for so long as such P&I Advance is outstanding (or, in the case of Advance Interest payable to the Master Servicer, if earlier, until the Late Collection of the delinquent principal and/or interest in respect of which such P&I Advance was made has been Received by the Trust).  Such interest with respect to any P&I Advance shall be payable:  (i) first, in accordance with Section 3.05 and 3.25, out of any Default Charges subsequently collected on the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance relates; and (ii) then, after such P&I 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 or the Trustee, as applicable, for any outstanding P&I Advance made thereby with respect to any Mortgage Loan or REO Mortgage Loan as soon as practicable after funds available for such purpose are deposited in the Collection Account, and in no event shall interest accrue in accordance with this Section 4.03(d) on any P&I Advance as to which the corresponding Late Collection was received by or on behalf of the Trust as of the related P&I Advance Date.
 
(e)          With respect to any Serviced Loan Combination, the Master Servicer will be permitted to make its determination that it has made a P&I Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.03(a) independently of any determination made in respect of the related Serviced Pari Passu Companion Loan, by the related Other Master Servicer.  If the Master Servicer determines that a proposed P&I Advance with respect to such Serviced Loan Combination, if made, or any outstanding P&I Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master Servicer subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, or if the Master Servicer receives written notice from the Special Servicer for such Serviced Loan Combination that the Special Servicer has made such a determination, pursuant to this Section 4.03(e), the Master Servicer shall promptly provide the related Other Master Servicer written notice of such determination.  If the Master Servicer receives written notice from any related Other Master Servicer that such Other Master Servicer has determined, with respect to the related Serviced Pari Passu Companion Loan, that any proposed advance of principal and/or interest with respect to such Serviced Pari Passu Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee but each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.
 
 
321
 
 
In connection with any Non-Trust-Serviced Pooled Mortgage Loan, any determination by the Master Servicer that any P&I Advance made or to be made with respect to such Non-Trust-Serviced Pooled Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any determinations) made by the related Non-Trust Master Servicer regarding nonrecoverability of debt service advances on the related Non-Serviced Pari Passu Companion Loan.
 
The Special Servicer, for each Serviced Loan Combination or Non-Trust-Serviced Pooled Mortgage Loan, shall also be entitled to 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 P&I Advance (or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance by the Master Servicer (or, if applicable, the Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case, after written notice of such determination by the Special Servicer to the Master Servicer and the Trustee, such P&I Advance shall constitute a Nonrecoverable P&I Advance for all purposes of this Agreement and the Master Servicer and the Trustee shall conclusively rely on such determination by the Special Servicer that a P&I Advance is a Nonrecoverable Advance; provided that in no event shall a determination by the Special Servicer that a previously made or proposed P&I Advance would be recoverable be binding on the Master Servicer or the Trustee.  A copy of any Officer’s Certificate (and accompanying information) of the Special Servicer in support of its determination shall be promptly delivered to the Master Servicer for the subject Mortgage Loan.  The Special Servicer may update or change its recoverability determination at any time.
 
(f)           With regard to such P&I Advances, the Master Servicer or the Trustee shall account for that part of the P&I Advances which is attributable to Past Grace Period Loans, and that part of the P&I Advances which is attributable to Within Grace Period Loans.
 
(g)          Notwithstanding anything to the contrary, no P&I Advances shall be made with respect to any Companion Loan (whether or not it constitutes a Serviced Companion Loan or otherwise) or any successor REO Mortgage Loan related thereto.
 
Section 4.04     Allocation of Realized Losses and Additional Trust Fund Expenses.  (a) On each Distribution Date, following the distributions to Certificateholders to be made on such date pursuant to Section 4.01, the Certificate Administrator shall determine the amount, if any, by which (i) the then-aggregate of the Class Principal Balances of all the Classes of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date.  If such excess does exist, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portions of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during any prior Collection Period (other than those that were determined to constitute Nonrecoverable Advances in the immediately preceding Collection Period), the Class Principal Balances of the Class G, Class F, Class E and Class D Certificates and the Class C, Class B and Class A-S
 
 
322
 
 
Regular Interests shall be reduced sequentially, in that order, in each case, until such excess or the related Class Principal Balance is reduced to zero (whichever occurs first).  If, after the foregoing reductions, the amount described in clause (i) of the second preceding sentence still exceeds the amount described in clause (ii) of such sentence, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during any prior Collection Period (other than those that were determined to constitute Nonrecoverable Advances in the immediately preceding Collection Period), the respective Class Principal Balances of all the outstanding Classes of the Class A Certificates shall be reduced on a pro rata basis in accordance with the relative sizes of such Class Principal Balances, until any such remaining excess is reduced to zero.  All reductions in the Class Principal Balances of the respective Classes of the Principal Balance Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest under this Section 4.04(a) shall constitute allocations of Realized Losses and Additional Trust Fund Expenses.  Any reduction in the Class Principal Balance of the Class C Regular Interest, Class B Regular Interest or Class A-S Regular Interest for any Distribution Date pursuant to this Section 4.04(a) shall be allocated (i) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively and (iii) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively.
 
(b)          On each Distribution Date, following the deemed distributions to be made in respect of the REMIC II Regular Interests on such date pursuant to Section 4.01(g), the Certificate Administrator shall determine the amount, if any, by which (i) the then-aggregate Uncertificated Principal Balance of the REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date.  If such excess does exist, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated Principal Balances of REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E, REMIC II Regular Interest D, REMIC II Regular Interest C, REMIC II Regular Interest B and REMIC II Regular Interest A-S shall be reduced sequentially, in that order, in each case, until such excess (other than any portion thereof that exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period) or the related Uncertificated Principal Balance is reduced to zero (whichever occurs first).  If, after the foregoing reductions, the amount described in clause (i) of the second preceding sentence still exceeds the amount described in clause (ii) of such sentence, then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
 
 
323
 
 
portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated Principal Balances of the REMIC II Regular Interest that are the Corresponding REMIC II Regular Interest with respect to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates shall be reduced on a pro rata basis, as among such individual Corresponding REMIC II Regular Interests, in accordance with their Uncertificated Principal Balances, until any such remaining excess is reduced to zero.  All reductions in the Uncertificated Principal Balances of the respective REMIC II Regular Interests under this Section 4.04(b) shall be deemed to constitute allocations of Realized Losses and Additional Trust Fund Expenses.
 
(c)          On each Distribution Date, if, following the deemed distributions to be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(j), the Uncertificated Principal Balance of any REMIC I Regular Interest, in each case after taking account of such deemed distributions, exceeds the Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan (or, if such REMIC I Regular Interest relates to multiple Replacement Mortgage Loans, the aggregate Stated Principal Balance of the related Mortgage Loans and/or REO Mortgage Loans), as the case may be, that will be outstanding immediately following such Distribution Date, then, except to the extent that such excess exists (taking account of the provisions of the next succeeding sentence) because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated Principal Balance of such REMIC I Regular Interest shall be reduced to equal such Stated Principal Balance of such related Mortgage Loan or REO Mortgage Loan (or, if such REMIC I Regular Interest relates to multiple Replacement Mortgage Loans, the aggregate Stated Principal Balance of the related Mortgage Loans and/or REO Mortgage Loans), as the case may be, that will be outstanding immediately following such Distribution Date.  For purposes of the immediately preceding sentence, the aggregate amount excluded from the aggregate reductions of the Uncertificated Principal Balances of the REMIC I Regular Interests collectively shall equal the amount excluded from the reductions of the Uncertificated Principal Balances of the REMIC II Regular Interests pursuant to Section 4.04(b) above and such aggregate exclusion amount shall be deemed to be allocated among the REMIC I Regular Interests pro rata according to their Stated Principal Balances that, in the absence of such any and all such exclusions, would have been outstanding immediately after such Distribution Date by operation of the immediately preceding sentence.  Any reductions in the Uncertificated Principal Balances of the respective REMIC I Regular Interests under this Section 4.04(c) shall be deemed to constitute allocations of Realized Losses and Additional Trust Fund Expenses.
 
Section 4.05     Allocation of Certain Trust Advisor Expenses.  (a) On each Distribution Date, immediately prior to the distributions to be made to the Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest for such Distribution Date pursuant to Section 4.01(a), the Certificate Administrator shall allocate Trust Advisor Expenses (other than Designated Trust Advisor Expenses) to reduce the Unadjusted Distributable Certificate Interest for such Distribution Date for the Class E Certificates, Class D Certificates, Class C Regular Interest and Class B Regular Interest Certificates, in that order, in each case, until the Unadjusted Distributable Certificate Interest of the Class E Certificates, Class D Certificates, Class C Regular Interest or Class B Regular
 
 
324
 
 
Interest for such Distribution Date has been reduced to zero.  Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall not be allocated to reduce interest distributable on the Class A Certificates, the Class A-S Regular Interest, the Interest Only Certificates or the Control-Eligible Certificates or any Serviced Companion Loan.
 
To the extent that the amount of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) payable with respect to any Distribution Date is greater than the aggregate amount of Unadjusted Distributable Certificate Interest otherwise distributable to the Class B Regular Interest, Class C Regular Interest, Class D Certificates and Class E Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall be allocated to reduce the Principal Distribution Amount otherwise allocable to the Principal Balance Certificates that are not Control-Eligible Certificates for such Distribution Date.  Such Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall reduce the Principal Distribution Amount for the Principal Balance Certificates that are not Control-Eligible Certificates for such Distribution Date, and shall be allocated to reduce the Certificate Principal Balances of such Certificates in the following order:  to the Class E and Class D Certificates, and then to the Class C, Class B and Class A-S Regular Interests, in each case, until the remaining Certificate Principal Balance of such Class of Certificates or Class C, Class B or Class A-S Regular Interest has been reduced to zero.  Following the reduction of the Certificate Principal Balances of the foregoing Classes of Principal Balance Certificates and the Class C, Class B and Class A-S Regular Interests to zero, the Certificate Administrator shall allocate any remaining Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) among the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, pro rata (based upon their respective Certificate Principal Balances), until the remaining Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, have been reduced to zero.  Any Excess Trust Advisor Expenses allocated to the Class C, Class B or Class A-S Regular Interest for any Distribution Date pursuant to this Section 4.05(a) shall be allocated (i) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively and (iii) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively.
 
Any Trust Advisor Expenses (other than Designated Trust Advisor Expenses) or Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) allocated to a Class of Certificates that are not Control-Eligible Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced by the respective Certificates.  If amounts distributable in respect of the Unadjusted Distributable Certificate Interest to the Class B and Class C Regular Interests and Class D and Class E Certificates and otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses (other than Designated Trust Advisor Expenses) on a Distribution Date, any unreimbursed Trust Advisor Expenses (other than
 
 
325
 
 
Designated Trust Advisor Expenses) shall remain unreimbursed until the next Distribution Date that such applicable amounts are available.  In no event shall any Trust Advisor Expenses other than Designated Trust Advisor Expenses reduce or delay any principal or interest payable in respect of the Control-Eligible Certificates.
 
(b)          On any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) for such Distribution Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class D and Class E Certificates and the Class A-S, Class B and Class C Regular Interests and (ii) the aggregate amount of Unadjusted Distributable Certificate Interest (for such purposes, calculated without regard to any reductions pursuant to clause (iv) of the definition of Unadjusted Distributable Certificate Interest as a result of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) for such Distribution Date) that would otherwise be distributable to the Class B and Class C Regular Interests and the Class D and Class E Certificates for such Distribution Date.  Any amount of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds are sufficient, in accordance with Section 4.05(a), to make such payments.
 
(c)          To the extent that any actual recoveries of previously-incurred Trust Advisor Expenses (other than Designated Trust Advisor Expenses) are received from a source other than the proceeds of the related Mortgage Loan during the Collection Period related to any Distribution Date, such amounts shall be applied, first, as provided in Section 4.01(a) to reimburse the Holders of any Regular Certificates and the Class A-S Regular Interest (and therefore the Class A-S Certificates and Class A-S-PEX Component), the Class B Regular Interest (and therefore the Class B Certificates and Class B-PEX Component) and the Class C Regular Interest (and therefore the Class C Certificates and Class C-PEX Component) that suffered write-offs in connection with Trust Advisor Expenses, and any portion of such recovery remaining after such application shall be considered in the calculation of the Interest Distribution Amounts of the Class B Regular Interest, Class C Regular Interest and the Class D and Class E Certificates, as and to the extent set forth in the definition of Interest Distribution Amount, for such Distribution Date (with the actual payment of such portion to be made to the Holders of the Class B Regular Interest, Class C Regular Interest and Class D and/or Class E Certificates to the extent required under the combined operation of the definition of Interest Distribution Amount and the provisions of Section 4.01(a) other than the final paragraph of Section 4.01(a)).
 
Section 4.06     Calculations.  Provided that the Certificate Administrator receives the necessary information from the Master Servicer and/or the Special Servicer, the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a) and the actual and deemed allocations of Realized Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04 and the actual and deemed allocations of Trust Advisor Expenses to be made pursuant to Section 4.05.  The Certificate Administrator shall calculate the Available Distribution Amount for each Distribution Date and shall allocate such amount among Certificateholders in accordance with this Agreement.  Absent actual knowledge of an error therein, the Certificate
 
 
326
 
 
Administrator shall have no obligation to recompute, recalculate or otherwise verify any information provided to it by the Master Servicer.  The calculations by the Certificate Administrator contemplated by this Section 4.06 shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes hereunder.
 
ARTICLE V
 
THE CERTIFICATES
 
Section 5.01     The Certificates.  (a) The Certificates will be substantially in the respective forms attached hereto as Exhibits A-1 through A-3; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage.  The Certificates will be issuable in registered form only; provided that in accordance with Section 5.03, beneficial ownership interests in each Class of Interest Only Certificates and Principal Balance Certificates shall initially be held and transferred through the book-entry facilities of the Depository.  The Registered Certificates (other than the Class X-A Certificates) will be issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of $10,000 and in integral multiples of $1 in excess thereof.  The Class D, Class E, Class F and Class G Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of $100,000 and in integral multiples of $1 in excess thereof.  The Interest Only Certificates will be issuable only in denominations corresponding to initial Certificate Notional Amounts as of the Closing Date of $1,000,000 and in integral multiples of $1 in excess thereof.  The Class V and Class R Certificates will be issuable in denominations representing Percentage Interests of not less than 10%.
 
(b)          The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized signatory.  Certificates bearing the manual or facsimile signatures of individuals who were at any time the authorized officers or signatories of the Certificate Registrar shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.  No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.
 
Section 5.02     Registration of Transfer and Exchange of Certificates.  (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates
 
 
327
 
 
and of transfers and exchanges of Certificates as herein provided.  The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.  The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicer, the Special Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.  If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.  The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicer and the Special Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
 
If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.
 
(b)          No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws.  If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction.
 
If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either:  (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A or as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such Certificateholder desiring to effect such Transfer and prospective Transferee may provide certificates substantially in the forms attached hereto respectively as
 
 
328
 
 
Exhibit C-2A and Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.
 
If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act.  Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate.  If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct.
 
Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred.  Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-
 
 
329
 
 
Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions.
 
Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate.  Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee.  Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate.  Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate.
 
Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate.  On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person.  On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only
 
 
330
 
 
through Euroclear or Clearstream.  The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.
 
Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred.  Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions.
 
None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification.  Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws.
 
(c)           No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code.  Except in connection with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Initial
 
 
331
 
 
Purchaser or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Class R or Class V Certificate), determined at date of acquisition, that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect that such Plan (X) is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) agrees that it will obtain from each of its Transferees a written certification described in clause (i) above, a written certification described in clause (ii) above or a written representation that such Transferee satisfies the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.  It is hereby acknowledged that the forms of certification attached hereto as Exhibit D-1 (in the case of Definitive Non-Registered Certificates) and Exhibit D-2 (in the case of ownership interests in Book-Entry Non-Registered Certificates) are acceptable for purposes of the preceding sentence.  In lieu of one of the foregoing certifications, a prospective Transferee may deliver to the Certificate Registrar a certification of facts and an Opinion of Counsel which establish to the reasonable satisfaction of the Trustee that such Transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or result in the imposition of an excise tax under Section 4975 of the Code, and will not subject the Trustee, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, a Sub-Servicer or the Trust Advisor to any obligation in addition to those undertaken in this Agreement; in the case of an ownership interest in a Book-Entry Certificate, the prospective Transferee shall also deliver to the Certificate Owner from whom it is acquiring the interest a copy of such certification of facts and Opinion of Counsel, and a certification that these documents have been delivered to the Certificate Registrar.  If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership interests in a Book-Entry Non-Registered Certificate) any certification and/or Opinion of Counsel contemplated by the first, second and third preceding sentences, then such Transferee shall be deemed to have represented and warranted that either:  (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such
 
 
332
 
 
Certificate or interest therein by such Transferee are exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in the case of such a Certificate that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in the case of such a Certificate that is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law does not result in a violation of Similar Law.
 
(d)          (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Administrator under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Administrator under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such disposition.  The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions:
 
(A)          Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Tax Administrator and the Certificate Administrator of any change or impending change in its status as a Permitted Transferee.
 
(B)           In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt, of an affidavit and agreement substantially in the form attached hereto as Exhibit E-1 (a “Transfer Affidavit and Agreement”), from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee.
 
(C)           Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of either the Certificate Administrator or the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.
 
(D)          Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to Transfer its Ownership Interest in such Class R Certificate and (2) not to Transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit E-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee.
 
 
333
 
 
(E)           Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing such Ownership Interest, agrees to give the Tax Administrator and the Certificate Administrator written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a “pass-through interest holder”.
 
(ii)          (A) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Class R Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate.  None of the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.
 
(B)           If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that retroactive restoration of the rights of the preceding Holder of such Class R Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Administrator shall have the right, but not the obligation, to cause the Transfer of such Class R Certificate to a Permitted Transferee selected by the Certificate Administrator on such terms as the Certificate Administrator may choose, and the Certificate Administrator shall not be liable to any Person having an Ownership Interest in such Class R Certificate as a result of the Certificate Administrator’s exercise of such discretion.  Such purported Transferee shall promptly endorse and deliver such Class R Certificate in accordance with the instructions of the Certificate Administrator.  Such Permitted Transferee may be the Certificate Administrator itself or any Affiliate of the Certificate Administrator.
 
(iii)          The Tax Administrator shall make available to the IRS and to those Persons specified by the REMIC Provisions all information furnished to it by the other parties hereto necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Class R Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person which is a
 
 
334
 
 
Disqualified Organization, and each of the other parties hereto shall furnish to the Tax Administrator all information in its possession necessary for the Tax Administrator to discharge such obligation.  The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the Tax Administrator for providing information thereto pursuant to this subsection (d)(iii) and Section 10.01(d)(i).
 
(iv)         The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated, provided that there shall have been delivered to the Certificate Administrator and the Tax Administrator the following:
 
(A)          A Rating Agency Confirmation with respect to such modification of, addition to or elimination of such provisions; and
 
(B)           an Opinion of Counsel, in form and substance satisfactory to the Certificate Administrator and the Tax Administrator, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trustee, the Tax Administrator or the Trust), to the effect that doing so will not (1) cause any REMIC Pool to cease to qualify as a REMIC or be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person which is not a Permitted Transferee or (2) cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee.
 
(e)          If a Person is acquiring any Non-Registered Certificate or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate Registrar (or, in the case of an interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Certificate Administrator (or such Certificate Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the applicable foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and/or (d), as appropriate, of this Section 5.02.
 
(f)           Subject to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class in authorized denominations evidencing a like aggregate Percentage Interest in such Class.
 
(g)          At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class evidencing a like aggregate Percentage Interest in such Class upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose.  Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.
 
 
335
 
 
(h)          Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
 
(i)           No service charge shall be imposed for any transfer or exchange of Certificates, but the Certificate Administrator or Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
 
(j)           All Certificates surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar, and the Certificate Registrar shall dispose of such canceled Certificates in accordance with its standard procedures.
 
(k)          In connection with the foregoing Sections 5.02(b), (c) and (d), in no case shall the Depositor be responsible for the costs or expenses of any certificates, opinions or agreements contemplated by such Sections 5.02(b), (c) and (d).
 
(l)           Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably believes are applicable under the Code.  The consent of Certificateholders or payees shall not be required for such withholding.  If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person.  Such amounts shall be deemed to have been distributed to such Certificateholders or payees for all purposes of this Agreement.
 
(m)         Certificate Transfer requests shall be made to:  Wells Fargo Bank, N.A., Corporate Trust Services, Attn:  TRANSFER AGENT GROUP, 6th Street & Marquette Ave., Minneapolis, MN 55479, Ref:  Certificate Transfer Request, WFCM 2015-C28, telephone:  800-344-5128.
 
Section 5.03    Book-Entry Certificates.  (a) The Certificates (other than the Class R and Class V Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein.  Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests.  The Classes of Non-Registered Certificates initially sold to Qualified
 
 
336
 
 
Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.  The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.  All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner.  Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
 
(b)          The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder.  Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners.  Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners.  The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.
 
(c)          If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same.
 
Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions.  None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall
 
 
337
 
 
be protected in relying on, such instructions.  Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
 
(d)          Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.
 
Section 5.04     Mutilated, Destroyed, Lost or Stolen Certificates.  If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Administrator and the Certificate Registrar such security or indemnity as may be reasonably required by them to save each of them harmless, then, in the absence of actual notice to the Certificate Administrator or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and like Percentage Interest.  Upon the issuance of any new Certificate under this Section, the Certificate Administrator and the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Administrator and the Certificate Registrar) connected therewith.  Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
 
Section 5.05     Persons Deemed Owners.  Prior to due presentment for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, the Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor, the Certificate Registrar or any agent of any of them shall be affected by notice to the contrary.
 
Section 5.06     Certification by Certificate Owners.  To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B hereto, as applicable (or such other form as shall be reasonably acceptable to the Certificate Administrator), and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the
 
 
338
 
 
Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner.  The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.
 
Section 5.07    Appointment of Authenticating Agents.  (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates.  The Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein.  Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities.  Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder.  The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.  In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.  Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Certificate Administrator.
 
(b)          Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.
 
(c)          Any Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor.  The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this Section 5.07 by giving written notice of termination to such
 
 
339
 
 
Authenticating Agent, the Trustee, the Certificate Registrar and the Depositor.  Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.
 
Section 5.08     [Reserved].
 
Section 5.09    Exchanges of Exchangeable Certificates.  (a)At the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor.  At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates exchanged therefor.  No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09.  There shall be no limitation on the number of exchanges authorized pursuant to this Section 5.09; provided that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 5.01(a) and (ii) exchanges pursuant to this Section 5.09 shall not be permitted after the Class Principal Balance of the Class A-S Regular Interest (and therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate.  In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.
 
(b)          In connection with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Class Principal Balance of such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding Class Principal Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or the Certificate Administrator, as applicable, (ii) as applicable, shall make corresponding increases or reductions to the Class Principal Balances of the Class PEX Components, and (iii) shall give appropriate instructions to the Depository and make appropriate notations on the Global Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases.
 
 
340
 
 
(c)          In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail to cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing “WFCM 2015-C28” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”).  The Exchange Date may be any Business Day other than the first or last Business Day of the month.  The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information:  the CUSIP number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the outstanding Certificate Principal Balance and the initial Certificate Principal Balance of the Exchangeable Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange Date.  The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect such exchange of the applicable Exchangeable Certificates.  A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.  Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit X attached hereto.
 
(d)          The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date.  If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date.  Neither the Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
 
ARTICLE 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.  The Depositor, the Master Servicer, the Special Servicer and the Trust Advisor shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor.
 
Section 6.02     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer.  (a) Subject to Section 6.02(b), the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor shall each keep in full effect its existence, rights and franchises as a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction wherein it
 
 
341
 
 
was organized, and each shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
 
(b)          Each of the Depositor, the Master Servicer, the Trust Advisor and the Special Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer, shall be the successor of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that no successor or surviving Person shall so succeed to the rights and duties of the Master Servicer or the Special Servicer unless (i) such succession is the subject of a Rating Agency Confirmation (subject to Section 3.27) from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating confirmation from each Companion Loan Rating Agency), except that such condition need not be satisfied if such succession occurs solely as a result of a merger in which the Master Servicer or Special Servicer, as applicable, is the surviving Person under applicable law, and (ii) the successor or surviving Person makes the applicable representations and warranties set forth in Section 2.05 (in the case of a successor or surviving Person to the Master Servicer) or Section 2.06 (in the case of a successor or surviving Person to the Special Servicer), as applicable.  Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may remain the Master Servicer or Special Servicer, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party at the time of such merger, consolidation or transfer, except with respect to clause (x) and (y), as applicable, to the extent (i) the Master Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer and has been in material compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.
 
Section 6.03     Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicer and the Special Servicer.  (a) None of the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer or any of their respective members, managers, directors, officers, employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided that this provision shall not protect the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer or any of their respective members, managers, directors, officers, employees or agents against any liability to the Trust, the Trustee or the Certificateholders or any Serviced Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and
 
 
342
 
 
duties.  The Depositor, the Trust Advisor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of any such party may rely in good faith on any document of any kind conforming to the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document, prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder.  The Depositor, the Trust Advisor, the Master Servicer, the Special Servicer (each in its capacity as such or in its individual capacity) and any member, manager, director, officer, employee or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account and/or the related Serviced A/B Loan Combination Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty, fine, cost or expense (including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal action or claim relating to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense:  (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such Person herein, or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent disregard of such obligations and duties.  Such indemnification shall extend (subject to the same limitations and qualifications) to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify the Master Servicer and the Other Master Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it may have to any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the interests of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on deposit in the Collection Account, the Master Servicer will be required to 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 Companion Loan Holder for that holder’s allocable share of the amount so paid.
 
None of the Depositor, the Master Servicer, the Special Servicer or the Trust Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder; provided that the Depositor, the Master Servicer, the Special Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders (or, if a Serviced Loan Combination is
 
 
343
 
 
involved, the rights of the Certificateholders and the related Serviced Companion Loan Holder(s) (as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)).  In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer, the Special Servicer or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Account, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, (i) with respect to a Serviced Pari Passu Loan Combination, if such expenses and costs relate specifically to such Serviced Pari Passu Loan Combination, first, pro rata from the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan, or (ii) with respect to a Serviced A/B Loan Combination, if such expenses and costs related specifically to such Serviced A/B Loan Combination, first, from the related Serviced A/B Loan Combination Custodial Account) and, if funds in the related Serviced Pari Passu Companion Loan Custodial Account or Serviced A/B Loan Combination Custodial Account, as applicable, are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Account).  Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the Master Servicer or the 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 related Serviced Companion Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization), of such Serviced Companion Loan Holder’s allocable share of such amounts reimbursed by the Collection Account.  In no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with this Agreement.
 
Notwithstanding any provision herein to the contrary, for the purposes of indemnification of the Master Servicer or Special Servicer and limitation of liability, the Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties hereunder if the Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense).  Any indemnification payments or reimbursements of costs or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust Advisor Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses) shall be subject to the limitations set forth in Section 4.05.  The Trust Advisor shall not be entitled to reimbursement of expenses for its services except those for which it is entitled to indemnification as described above.
 
Notwithstanding the foregoing, if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section 6.03(a), required to be borne by the Trust out of the Distribution Account or Collection Account, relates to any Serviced
 
 
344
 
 
Loan Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination (A) in the case of a Serviced Pari Passu Loan Combination, in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced Pari Passu Loan Combination, and (B) in the case of a Serviced A/B Loan Combination, in the related Serviced A/B Loan Combination Custodial Account prior to payment from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced A/B Loan Combination; and (ii) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit (A) in the case of a Serviced Pari Passu Loan Combination, in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination) or (B) in the case of a Serviced A/B Loan Combination, in the related Serviced A/B Loan Combination Custodial Account, prior to payment from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced A/B Loan Combination.  Insofar as any such loss, liability, claim, damages, penalty, fine, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Companion Loan.
 
(b)          In addition, none of the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer or any director, member, manager, officer, employee or agent of any such party shall have any liability with respect to, and each of the Depositor, the Trust Advisor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of any such party shall be entitled to rely, as to the truth of the statements made therein and the correctness of the opinions expressed therein, on any documents, certificates or opinions, including Opinions of Counsel, furnished to, and reasonably believed or in good faith believed by such Person to be genuine and to have been signed or presented by the proper party or parties, which document, certificate or opinion, prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder.  Each of the Master Servicer, the Special Servicer and the Trust Advisor may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrowers and property managers, and will have no duty to investigate or verify the accuracy thereof.  Each of the Master Servicer, the Special Servicer and the Trust Advisor may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer, the Special Servicer or the Trust Advisor, or directors, members, officers, employees or agents of any such party as the case may be, to be genuine and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
 
 
345
 
 
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.  Furthermore, none of the Master Servicer, the Special Servicer and the Trust Advisor or directors, members, managers, officers, employees or agents of any such party shall have any liability under this Agreement for any failure of any other such Person (or any other party to this Agreement) to perform such Person’s obligations or duties hereunder.
 
Section 6.04     Resignation of the Master Servicer or the Special Servicer.  (a) Each of the Master Servicer and the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement).  Any such determination requiring the resignation of the Master Servicer or the Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and each affected Serviced Companion Loan Holder).  Unless applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05 or Section 7.02 hereof; provided that, if no successor to the Master Servicer or the Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within ninety (90) days after the Master Servicer or the Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto.
 
(b)          In addition, each of the Master Servicer and the Special Servicer shall have the right to resign at any other time for any reason, provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is, solely in the case of a successor to the Special Servicer if it is a resigning special servicer, acceptable to the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan), (ii) solely in the case of the Special Servicer if it is the resigning party, the resigning party has consulted with the Subordinate Class Representative (during any Collective Consultation Period and other than with respect to any Excluded Loan) and the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period) with respect to the identity and quality of its proposed successor, (iii) the succession is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Companion Loan Rating Agency), (iv) the successor accepts appointment in writing prior to the effectiveness of such resignation and (v) the successor is not a Prohibited Party at the time of such succession unless the Depositor consents to the appointment in its reasonable discretion.
 
(c)          Neither the Master Servicer nor the Special Servicer shall be permitted to resign except as contemplated in Sections 6.04(a) and 6.04(b).  Consistent with the foregoing, neither
 
 
346
 
 
the Master Servicer nor the Special Servicer shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder.  If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to the Master Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor, except (in the case of the Special Servicer) to the extent provided in Section 3.11(c).
 
(d)          Any successor Master Servicer or successor Special Servicer (including any successor Special Servicer appointed pursuant to Section 6.05 hereof) shall, in connection with its appointment as successor Master Servicer or successor Special Servicer, (i) deliver to the Depositor and each Other Depositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Master Servicer or successor Special Servicer, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor and such successor Master Servicer or successor Special Servicer, as applicable, pursuant to which the successor Master Servicer or successor Special Servicer, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Master Servicer or successor Special Servicer (either in its individual capacity or its capacity as successor Master Servicer or successor Special Servicer under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Master Servicer or successor Special Servicer, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Master Servicer or successor Special Servicer, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 
(e)          The resigning Master Servicer or Special Servicer, as applicable, shall pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, the costs of obtaining Rating Agency Confirmation and reasonable out-of-pocket costs and expenses associated with transferring Servicing Files to the successor).
 
Section 6.05    Replacement of Special Servicer.  (a) During any Subordinate Control Period (and other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate the Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or
 
 
347
 
 
another Person as the successor Special Servicer.  It shall be a condition to such appointment that (i) the successor Special Servicer be a Qualified Replacement Special Servicer (ii) the successor Special Servicer deliver to the Depositor and each Other Depositor, if applicable, the Form 8-K Disclosure Information in accordance with Section 6.04(d) and (iii) the conditions set forth in subsection (e) be satisfied.   Notwithstanding anything to the contrary, if the Depositor or (if applicable) any Other Depositor fails to file any required Form 8-K Current Report in connection with such appointment in a timely manner, such appointment shall be void ab initio, and upon the Trustee’s receipt of notice that the Depositor or Other Depositor, as applicable, has failed to file such required Form 8-K Current Report, the Trustee shall provide notice to each of the parties to this Agreement that such appointment is void.
 
(b)          During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard.  Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote.  Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied.  Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination.  If a proposed termination and replacement of the Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator).
 
 
348
 
 
(c)           In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of the Special Servicer.  In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer.  In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines.  Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time.  The Trust Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis.  In the event the Holders of such Principal Balance Certificates elect to remove and replace the Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation.  In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of the Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b).  Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination.  The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e).  The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund
 
 
349
 
 
Expense.  If a proposed termination and replacement of the Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current Special Servicer.  The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account.  None of the Special Servicer, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s recommendation for replacement of, or determination not to recommend the replacement of, the Special Servicer under this Section 6.05(c), or the result of the vote of the Certificateholders.
 
(d)          Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Companion Loan Holder shall be entitled to replace the Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05 (except to the extent, in the case of a Serviced A/B Loan Combination, the related Serviced Subordinate Companion Loan Holder is not permitted to exercise such right pursuant to the related Intercreditor Agreement).
 
(e)          No removal of the Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms.
 
(f)           The Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming the Special
 
 
350
 
 
Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination.  Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property.  No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.
 
(g)          With respect to the Commerce Point I & II Loan Combination, which is serviced under the CGCMT 2015-GC29 Pooling and Servicing Agreement, pursuant to and subject to the terms of the CGCMT 2015-GC29 Pooling and Servicing Agreement and the related Intercreditor Agreement, during any Subordinate Control Period (unless such Loan Combination is an Excluded Loan), the Majority Subordinate Certificateholder (or the Subordinate Class Representative on its behalf) shall be entitled to terminate the rights and obligations of the related Non-Trust Special Servicer under the CGCMT 2015-GC29 Pooling and Servicing Agreement with respect to the Commerce Point I & II Loan Combination, with or without cause, and appoint a successor Non-Trust Special Servicer, upon ten (10) Business Days’ written notice to the related Non-Trust Depositor, Non-Trust Special Servicer, Non-Trust Master Servicer and Non-Trust Trustee and each of the parties to this Agreement; provided that, the related Majority Subordinate Certificateholder will be required to consult, on a non-binding basis, in connection with any such decision, with the Non-Controlling Noteholder under the related Intercreditor Agreement and, prior to the occurrence of a related “CCR Consultation Termination Event” (as such term defined in the CGCMT 2015-GC29 Pooling and Servicing Agreement), the “Controlling Class Representative” (as defined in the CGCMT 2015-GC29 Pooling and Servicing Agreement) under the CGCMT 2015-GC29 Pooling and Servicing Agreement.
 
Section 6.06     Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer.  Each of the Master Servicer and the Special Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours
 
 
351
 
 
access to all records maintained by it in respect of its rights and obligations hereunder and access to such of its officers as are responsible for such obligations.  Upon reasonable request and as reasonably related to the performance of the obligations of the Master Servicer and the Special Servicer, as applicable, pursuant to this Agreement, each of the Master Servicer and the Special Servicer shall furnish the Depositor and the Trustee with its most recent publicly available annual audited financial statements (or, if not available, the most recent publicly available audited annual financial statements of its corporate parent) and such other information as is publicly available regarding its business, affairs, property and condition, financial or otherwise.  Each of the Master Servicer and the Special Servicer may affix to any such information described in this Section 6.06 provided by it any disclaimer it deems appropriate in its reasonable discretion.  The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or the Special Servicer hereunder or exercise the rights of the Master Servicer or the Special Servicer hereunder; provided that neither the Master Servicer nor the Special Servicer shall be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee.  The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise.
 
Section 6.07     Master Servicer and Special Servicer May Own Certificates.  The Master Servicer, Special Servicer or any of their respective Affiliates may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.  If, at any time during which the Master Servicer, Special Servicer or Affiliate of the Master Servicer or the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the Master Servicer or the Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of the Master Servicer or the Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of the Master Servicer or the Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then the Master Servicer or the Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that the Master Servicer or the Special Servicer, as the case may be, proposes to take.  The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action.  If at any time Certificateholders entitled to greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Companion Loan Holder, if a
 
 
352
 
 
Serviced Loan Combination is involved) to the proposal described in the written notice, and if the Master Servicer or the Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard.  The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph.  It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.
 
ARTICLE VII
 
SERVICER TERMINATION EVENTS
 
Section 7.01     Servicer Termination Event.  (a) “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, any one of the following events, circumstances and conditions:
 
(i)            any failure by the Master Servicer to deposit into the Collection Account and/or (if it is the Master Servicer for any Serviced Loan Combination) the Serviced Pari Passu Companion Loan Custodial Account or the applicable Serviced A/B Loan Combination Custodial Account, any amount required to be so deposited under this Agreement, which failure continues unremedied for one Business Day following the date on which such deposit was first required to be made; or
 
(ii)           any failure by the Special Servicer to deposit into the REO Account maintained by it or to deposit, or remit to the Master Servicer for deposit, into the Collection Account, Serviced Pari Passu Companion Loan Custodial Account and/or any Serviced A/B Loan Custodial Account, as applicable, any amount required to be so deposited or remitted under this Agreement, which failure continues unremedied for one Business Day following the date on which such deposit or remittance, as the case may be, was first required to be made; or
 
(iii)          any failure by the Master Servicer to remit to the Certificate Administrator for deposit into the Distribution Account, on any P&I Advance Date, the full amount of P&I Advances required to be made by the Master Servicer on such date or, on any Master Servicer Remittance Date, the full amount of the Master Servicer Remittance Amount and any Compensating Interest Payment required to be remitted by the Master Servicer on such date, which failure continues unremedied until 11:00 a.m. (New York City time) on the related Distribution Date; provided that if the Master Servicer fails to make any deposit contemplated by this Section 7.01(a)(iii), including any P&I Advance, which deposit is required to be made by the Master Servicer on any P&I Advance Date or Master Servicer Remittance Date (without regard to any grace period), then the Master Servicer shall pay to the Certificate Administrator, for the account of the Certificate Administrator, interest on such late remittance at the Reimbursement Rate from and including such P&I Advance Date or the Master Servicer Remittance Date to but excluding the related Distribution Date; or
 
 
353
 
 
(iv)          any failure by the Master Servicer or the Special Servicer to timely make any Servicing Advance required to be made by it hereunder, which Servicing Advance remains unmade for a period of five (5) Business Days (or, in the case of an Emergency Advance, three (3) Business Days) following the date on which written notice of such failure shall have been given to the Master Servicer or the Special Servicer by any party to this Agreement; or
 
(v)           any failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer or the Special Servicer, as the case may be, contained in this Agreement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party hereto, by the Holders of Certificates entitled to at least 25% of the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) or by, if affected by that failure, any Serviced Pari Passu Companion Loan Holder; provided that, with respect to any such failure that is not curable within such thirty (30) day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure period of sixty (60) days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; or
 
(vi)          any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement that materially and adversely affects the interests of any Class of Certificateholders or any Serviced Pari Passu Companion Loan Holder and which continues unremedied for a period of thirty (30) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party hereto, by the Holders of Certificates entitled to at least 25% of the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) or by, if affected by such breach, any Serviced Pari Passu Companion Loan Holder; provided that, with respect to any such breach that is not curable within such thirty (30) day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure period of sixty (60) days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced to cure such breach within the initial thirty (30) day period and has provided the Trustee with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; or
 
(vii)         a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment
 
 
354
 
 
of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days; or
 
(viii)        the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or
 
(ix)          the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any association or company action in furtherance of the foregoing; or
 
(x)            any of DBRS, KBRA or Moody’s (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Rated Certificates or any class of Serviced Companion Loan Securities, as applicable, or (B) placed one or more Classes of Rated Certificates or any class of Serviced Companion Loan Securities on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by DBRS, KBRA or Moody’s or such Companion Loan Rating Agency, as applicable, within sixty (60) days of such event), and, in case of either of clause (A) or (B), has publicly cited servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
 
(xi)          any failure by the Master Servicer to timely make any monthly remittance required to be made by it hereunder to a Serviced Companion Loan Holder, which failure continues unremedied for one Business Day following the date on which such remittance was first required to be made; and
 
(xii)         subject to the provisions of Section 11.17(c), any failure by the Master Servicer or the Special Servicer to deliver (a) any Exchange Act reporting items required to be delivered by the Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator or Other Depositor or Other Trustee under Article XI (other than items to be delivered by a Designated Sub-Servicer) by the time required under Article XI after any applicable grace periods or (b) any Exchange Act reporting items that a Sub-Servicing Entity retained by the Master Servicer or the Special Servicer, as applicable (other than a Designated Sub-Servicer), is required to deliver (it being acknowledged that any Sub-Servicing Entity that defaults as described in this clause (xii) shall be terminated at the direction of the Depositor).
 
When a single entity acts as two or more of the capacities of the Master Servicer and the Special Servicer, a Servicer Termination Event (other than an event described in clause (x) above) in one capacity shall constitute a Servicer Termination Event in both or all such capacities.
 
 
355
 
 
(b)           If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as the Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of either the Holders of Certificates entitled to not less than 25% of the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts), or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred that affects a Serviced Pari Passu Companion Loan Holder, at the written direction of such Serviced Pari Passu Companion Loan Holder solely with respect to the related Loan Combination, or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred, at the written direction of the Subordinate Class Representative during a Subordinate Control Period (except to the extent that the Servicer Termination Event relates to an Excluded Loan), or, alternatively, if a Servicer Termination Event under Section 7.01(a)(xii) on the part of the Affected Party has occurred, at the written direction of the Depositor, the Trustee shall, terminate, by notice in writing to the Affected Party (with a copy of such notice to each other party hereto), all of the rights and obligations (accruing from and after receipt by the Affected Party of such notice) of the Affected Party under this Agreement (other than as a Holder of any Certificate or as holder of a Serviced Companion Loan, entitlements to amounts payable to the terminated party at the time of termination and any entitlements of the terminated party that survive the termination including any Excess Servicing Fee Rights).  From and after the receipt by the Affected Party of such written notice, all of the responsibilities, duties, authority and power of the Affected Party under this Agreement (and in the case of a termination of the Special Servicer at the written direction of a Serviced Pari Passu Companion Loan Holder with respect to a Serviced Loan Combination, solely as they relate to such Serviced Loan Combination), whether with respect to the Certificates, the Mortgage Loans or otherwise (other than as a Holder of any Certificate or as a Companion Loan Holder, if applicable), shall pass to and be vested in the Trustee pursuant to and under this Section, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise (provided that each of the Master Servicer and the Special Servicer shall, if terminated pursuant to this Section 7.01(b), continue to be obligated to pay and entitled to receive all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it and its members, managers, directors, officers, employees and agents shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination).  Each of the Master Servicer and the Special Servicer agrees that, if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested thereby to enable the Trustee to assume the functions hereunder of the Master Servicer or the Special Servicer, as the case may be, and shall otherwise cooperate with the Trustee in effecting the termination of the rights and responsibilities hereunder of the Master Servicer or the Special Servicer, as the case may be, including the transfer within five
 
 
356
 
 
(5) Business Days to the Trustee for administration by it of all cash amounts that at the time are or should have been credited by the Master Servicer to the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, the Serviced A/B Loan Combination Custodial Accounts, the Distribution Account or any Servicing Account or Reserve Account held by it (if it is the Affected Party) or by the Special Servicer to the REO Account, the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, the Serviced A/B Loan Combination Custodial Accounts or any Servicing Account or Reserve Account held by it (if it is the Affected Party) or that are thereafter received by or on behalf of it with respect to any Mortgage Loan or REO Property (provided that if the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01(b), the Master Servicer or the Special Servicer, as the case may be, shall continue to be obligated to pay and entitled to receive all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it and its members, managers, directors, officers, employees and agents shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination).  Any costs or expenses (including those of any other party hereto or successor master servicer or special servicer) incurred in connection with any actions to be taken by a terminated Master Servicer or Special Servicer pursuant to this paragraph (including, but not limited to, in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor master servicer or special servicer and amending this Agreement to reflect (as well as providing appropriate notices to Borrowers, ground lessors, insurers and other applicable third parties regarding) such succession as successor master servicer or special servicer) shall be borne by the Master Servicer or the Special Servicer, as the case may be (and, in the case of the Trustee’s costs and expenses, if not paid within a reasonable time, shall be borne by the Trust out of the Collection Account).
 
Notwithstanding anything to the contrary in Section 7.04, the Trustee shall not waive any Servicer Termination Event under Section 7.01(a)(xii) without the prior written consent of the Depositor.  If a Servicer Termination Event under Section 7.01(a)(xi) occurs on the part of the Master Servicer, or if any other Servicer Termination Event occurs on the part of the Master Servicer affecting a Serviced Loan Combination and the Master Servicer is not terminated pursuant to the provisions set forth above, whether as a result of a waiver or otherwise, any affected Serviced Companion Loan Holder shall be entitled to require the Master Servicer to appoint, in accordance with Section 3.22 and with the delivery of a Rating Agency Confirmation (and an analogous rating agency confirmation from each Companion Loan Rating Agency with respect to any Serviced Companion Loan Securities backed by the affected Serviced Companion Loan, if applicable pursuant to Section 3.27(k)), a Sub-Servicer to be selected by the Master Servicer, that will be responsible for primary servicing such Serviced Loan Combination.
 
(c)           Notwithstanding Section 7.01(b) of this Agreement, if the Master Servicer receives a notice of termination solely due to a Servicer Termination Event under Section 7.01(a)(x) and the terminated Master Servicer provides the Trustee with the appropriate “request for proposal” materials within the five (5) Business Days after such termination, then the Master Servicer shall continue to serve as Master Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the terminated Master Servicer) solicit good faith bids for the rights to master service the Mortgage Loans and any Serviced Companion Loans under this Agreement from at least three (3) Persons qualified to act as successor Master Servicer hereunder in accordance with
 
 
357
 
 
Section 6.02 and Section 7.02 for which the Trustee has received Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Companion Loan Rating Agency) obtained by the terminated Master Servicer (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided that (i) at the Trustee’s request, the terminated Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service the subject Mortgage Loans and any Serviced Companion Loans under this Agreement.  The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by the Master Servicer of a notice of termination.  The Trustee shall solicit bids (i) on the basis of such successor Master Servicer retaining all applicable Sub-Servicers to continue the sub-servicing of the applicable Serviced Mortgage Loans pursuant to the terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with the terminated Master Servicer to service each of any Serviced Mortgage Loans not subject to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to, for each Serviced Mortgage Loan serviced, the applicable Master Servicing Fee Rate (or, (i) in the case of a Serviced Pari Passu Mortgage Loan, the sum of the applicable Master Servicing Fee Rate and the applicable Pari Passu Primary Servicing Fee Rate or (ii) in the case of a Serviced Pari Passu Companion Loan, the applicable Pari Passu Primary Servicing Fee Rate) minus the sum of one (1) basis point and the related Excess Servicing Fee Rate (each, a “Servicing-Retained Bid”) and (ii) on the basis of terminating each applicable Sub-Servicing Agreement and each applicable Sub-Servicer that it is permitted to terminate in accordance with Section 3.22 and having no obligation to enter into a Sub-Servicing Agreement with the terminated Master Servicer (each, a “Servicing-Released Bid”).  The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing-Released Bid) (the “Successful Bidder”) to act as successor Master Servicer hereunder.  The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Master Servicer as contemplated above), no later than forty-five (45) days after the termination of the terminated Master Servicer.
 
(d)           Upon the assignment and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of reasonable “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring servicing).
 
(e)           If the Successful Bidder has not entered into this Agreement as successor Master Servicer within forty-five (45) days after the Master Servicer received a notice of termination or no Successful Bidder was identified within such 45-day period, the terminated Master Servicer shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations under Section 7.01(c).  The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.
 
 
358
 
 
Section 7.02     Trustee To Act; Appointment of Successor.  On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof, including, if the Master Servicer is the resigning or terminated party, the Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c).  Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder.  As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder.  Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative (other than to the extent such Servicer Termination Event affects an Excluded Loan) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder; provided that such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Companion Loan Rating Agency).  No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided.  In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder.  The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
 
 
359
 
 
If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation.  If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.
 
Section 7.03     Notification to Certificateholders.  (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04, any replacement of the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or Special Servicer pursuant to Section 7.01, any appointment of a successor to the Master Servicer or Special Servicer pursuant to Section 6.02, 6.04 or 7.02 or the effectiveness of any designation of a new Special Servicer, the Trustee shall promptly notify (i) the Certificate Administrator, who shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, (ii) the Rule 17g-5 Information Provider, who shall promptly post such information on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c) and (iii) to any Serviced Companion Loan Holder.
 
(b)          Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after a Responsible Officer of the Trustee has actual knowledge of the occurrence of such an event, the Trustee shall notify the Depositor and the Certificate Administrator, who shall transmit by mail to all Certificateholders notice of such occurrence, unless such default shall have been cured.
 
Section 7.04     Waiver of Servicer Termination Event.  The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that:
 
(a)           a Servicer Termination Event under clause (i), clause (ii), clause (iii) and clause (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Companion Loan Holders);
 
(b)          each Serviced Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Companion Loan;
 
(c)          the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Pari Passu Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization);
 
 
360
 
 
(d)          no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement.
 
Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.  No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived.  Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.
 
Section 7.05     Additional Remedies of Trustee Upon Servicer Termination Event.  During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right (exercisable subject to Section 8.01(a)), in its own name and as trustee of an express trust (in the case of any matter affecting a Serviced Loan Combination) on behalf of the related Serviced Companion Loan Holder(s), to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and such participants  (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith).  Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event.
 
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.  (a) The Trustee, prior to the occurrence of a Servicer Termination Event and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.  If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.  Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty.  The Trustee, the Certificate Administrator and the
 
 
361
 
 
Tax Administrator shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Trustee, the Certificate Administrator and the Tax Administrator.
 
(b)          Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall examine them to determine whether they conform on their face to the requirements of this Agreement.  If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall take such action as it deems appropriate to have the instrument corrected.  The Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer, any Serviced Companion Loan Holder, any actual or prospective Certificateholder or Certificate Owner or any Rating Agency, and accepted by the Trustee, the Certificate Administrator or the Tax Administrator in good faith, pursuant to this Agreement.
 
(c)          No provision of this Agreement shall be construed to relieve the Trustee, the Tax Administrator or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided that:
 
(i)            prior to the occurrence of a Servicer Termination Event, and after the curing or waiver of all Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee;
 
(ii)           in the absence of bad faith on the part of the Trustee, the Certificate Administrator or the Tax Administrator, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, and conforming to the requirements of this Agreement;
 
(iii)          none of the Trustee, the Certificate Administrator or the Tax Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of such entity unless it shall be proved that such entity was negligent in ascertaining the pertinent facts;
 
(iv)         the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by the Trustee, in good faith in accordance with the terms of this Agreement and the direction of Holders of Certificates entitled to at least 25% (or, as to
 
 
362
 
 
any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;
 
(v)          neither the Certificate Administrator nor the Trustee shall be required to take action with respect to, or be deemed to have notice or knowledge of, any default or Servicer Termination Event (other than a Servicer Termination Event under Section 7.01(a)(ix) or the Master Servicer’s failure to deliver any monies, including P&I Advances, or to provide any report, certificate or statement, to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, when required pursuant to this Agreement) unless a Responsible Officer of the Trustee or the Certificate Administrator shall have received written notice or otherwise have actual knowledge thereof.  Otherwise, the Trustee and the Certificate Administrator may conclusively assume that there is no such default or Servicer Termination Event;
 
(vi)         subject to the other provisions of this Agreement, and without limiting the generality of this Section 8.01, none of the Trustee, the Certificate Administrator or the Tax Administrator shall have any duty, except, in the case of the Trustee, as expressly provided in Section 2.01(b) or Section 2.01(e) or in its capacity as successor to the Master Servicer or the Special Servicer, (A) to cause any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to cause the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports or certificates of the Master Servicer, the Special Servicer, any actual or prospective or any Certificateholder or Certificate Owner or any Rating Agency, delivered to the Trustee, the Certificate Administrator or the Tax Administrator pursuant to this Agreement reasonably believed by the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, to be genuine and without error and to have been signed or presented by the proper party or parties, (D) subject to Section 10.01(f), to see to the payment or discharge of any tax levied against any part of the Trust Fund other than from funds available in the Collection Account or the Distribution Account, and (E) to see to the payment of any assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Collection Account or the Distribution Account (provided that such assessment, charge, lien or encumbrance did not arise out of the Trustee’s, the Certificate Administrator’s or the Tax Administrator’s, as applicable, willful misfeasance, bad faith or negligence);
 
(vii)        for as long as the Person that serves as the Trustee, the Certificate Administrator or the Tax Administrator hereunder also serves as Custodian and/or Certificate Registrar, the protections, immunities and indemnities afforded to that Person in its capacity as Trustee, Certificate Administrator or Tax Administrator, as applicable, hereunder shall also be afforded to such Person in its capacity as Custodian and/or Certificate Registrar, as the case may be; and
 
 
363
 
 
(viii)        if the same Person is acting in two or more of the capacities of Trustee, Certificate Administrator, Tax Administrator, Custodian or Certificate Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.
 
(d)          Upon receipt by the Trustee or the Certificate Administrator of any notice regarding the transfer of a Serviced Companion Loan by a Serviced Companion Loan Holder or the transfer of an interest in a mezzanine loan related to a Mortgage Loan by the related mezzanine lender, the Certificate Administrator or the Tax Administrator, as applicable, shall promptly forward a copy of such notice to the Master Servicer and Special Servicer.
 
(e)          Based on information in its possession, the Certificate Administrator promptly shall provide written notice to the Trust Advisor, the Subordinate Class Representative, the Master Servicer and the Special Servicer of (i) the existence of a Collective Consultation Period or a Senior Consultation Period and (ii) the end of any Collective Consultation Period or Senior Consultation Period.  The Trust Advisor, the Master Servicer or the Special Servicer may at any time request from the Certificate Administrator written confirmation of whether there existed a Collective Consultation Period or a Senior Consultation Period during the current and/or previous calendar year and the Certificate Administrator shall deliver such confirmation to the requesting party within 10 days of such request.
 
Section 8.02     Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator.  Except as otherwise provided in Section 8.01:
 
(i)            the Trustee, the Certificate Administrator and the Tax Administrator, may each rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and without error and to have been signed or presented by the proper party or parties;
 
(ii)           the Trustee, the Certificate Administrator and the Tax Administrator may each consult with counsel and any written advice or opinion of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;
 
(iii)          the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have provided to the Trustee reasonable indemnity against the costs, expenses and liabilities which may be incurred therein or thereby satisfactory to the Trustee, in its reasonable discretion; none of the Trustee, the Certificate Administrator or the Tax Administrator shall be required to expend or risk its own funds (except to pay expenses that could reasonably be expected to be incurred in connection with the performance of its normal duties) or otherwise incur any financial liability in the
 
 
364
 
 
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been waived or cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;
 
(iv)          none of the Trustee, the Certificate Administrator or the Tax Administrator shall be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
 
(v)           prior to the occurrence of a Servicer Termination Event and after the waiver or curing of all Servicer Termination Events which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require an indemnity satisfactory to the Trustee, in its reasonable discretion, against such expense or liability as a condition to taking any such action;
 
(vi)          except as contemplated by Section 8.06, none of the Trustee, the Certificate Administrator or the Tax Administrator shall be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder;
 
(vii)         the Trustee may execute any of the trusts or powers vested in it by this Agreement, and the Certificate Administrator and the Tax Administrator may each perform any of their respective duties hereunder, either directly or by or through the Custodian or other agents or attorneys-in-fact, provided that (a) the use of the Custodian or other agents or attorneys-in-fact shall not be deemed to relieve the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, of any of its duties and obligations hereunder (except as expressly set forth herein) and (b) the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, to be a Prohibited Party without the consent of the Depositor acting in its reasonable discretion;
 
(viii)        none of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for any act or omission of the Master Servicer or the Special Servicer (unless, in the case of the Trustee, it is acting as the Master Servicer or the Special Servicer, as the case may be) or of the Trust Advisor, any Serviced Companion Loan Holder or the Depositor;
 
 
365
 
 
(ix)           neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration or record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement; and the Trustee and the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or Certificate Owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration or record ownership in the Certificate Register;
 
(x)            in no event shall the Trustee or the Certificate Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action;
 
(xi)           the right of the Trustee or the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and none of the Trustee or the Certificate Administrator, as applicable, shall be answerable for other than its negligence or willful misconduct in the performance of any such act; and
 
(xii)          in no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct.
 
Section 8.03     The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.  The recitals contained herein and in the Certificates (other than the statements attributed to, and the representations and warranties of, the Trustee, the Certificate Administrator and/or the Tax Administrator in Article II, and the signature of the Certificate Registrar set forth on each outstanding Certificate) shall not be taken as the statements of the Trustee, the Certificate Administrator or the Tax Administrator, and none of the Trustee, the Certificate Administrator or the Tax Administrator assumes any responsibility for their correctness.  None of the Trustee, the Certificate Administrator or the Tax Administrator makes any representation as to the validity or sufficiency of this Agreement (except as regards the enforceability of this Agreement against it) or of any Certificate (other than as to the signature of the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document.  None of the Trustee, the Certificate Administrator or the Tax Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the
 
 
366
 
 
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds (other than with respect to any funds held by the Certificate Administrator) deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer or the Special Servicer (unless, in the case of the Trustee, it is acting in such capacity).  None of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for the legality or validity of this Agreement (other than insofar as it relates to the representations and warranties of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, hereunder) or the validity, priority, perfection or sufficiency of any security, lien or security interest granted to it hereunder or the filing of any financing statements or continuation statements, except to the extent set forth in Section 2.01(b) and Section 2.01(e) or to the extent the Trustee is acting as the Master Servicer or the Special Servicer and the Master Servicer or the Special Servicer, as the case may be, would be so responsible hereunder.  Except as contemplated by Section 12.02(a), none of the Trustee, the Certificate Administrator or the Tax Administrator shall be required to record this Agreement.
 
Section 8.04     The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates.  The Trustee (in its individual or any other capacity), the Certificate Administrator or the Tax Administrator or any of their respective Affiliates may become the owner or pledgee of Certificates with (except as otherwise provided in the definition of “Certificateholder”) the same rights it would have if it were not the Trustee, the Certificate Administrator or the Tax Administrator or one of their Affiliates, as the case may be.
 
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.  (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder.  The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee.  As to each Mortgage Loan and REO Mortgage Loan, the Certificate Administrator Fee shall accrue during each calendar month, commencing with May 2015, at the Certificate Administrator Fee Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of May 2015, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan).  The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month.  With respect to each Mortgage Loan and REO Mortgage Loan, the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be.  The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it.  The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee.
 
 
367
 
 
Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or the Collection Account, relates to any Mortgage Loan that is part of a Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account and/or the applicable Serviced A/B Loan Combination Custodial Account, as applicable, collectively, prior to payment from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account and/or the applicable Serviced A/B Loan Combination Custodial Account, as applicable, (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and, solely in the case of a Serviced Pari Passu Loan Combination, pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Pari Passu Loan Combination).  Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Companion Loan(s).
 
(b)           The Trustee, the Certificate Administrator and the Tax Administrator (each in its capacity as such or in its individual capacity) and any of their respective directors, officers, employees, agents or affiliates are entitled to be indemnified and held harmless by the Trust Fund out of the Collection Account and/or the Distribution Account, as and to the extent provided in Section 3.05, for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loans (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor to the Master Servicer or the Special Servicer (as the case may be), in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Master Servicer or Special Servicer, as the case may be) or any act or omission of the Trustee, the Certificate Administrator or the Tax Administrator relating to the exercise and performance of any of the rights and duties, including the appointment of a replacement Trust Advisor, of the Trustee, the Certificate Administrator or the Tax Administrator hereunder; provided that none of the Trustee, the Certificate Administrator or the Tax Administrator shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that does not constitute an “unanticipated expense” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or expense incurred by reason of any breach on the part of the Trustee, the Certificate Administrator
 
 
368
 
 
or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misconduct, bad faith, fraud or negligence in the performance of, or negligent disregard of, the Trustee’s, the Certificate Administrator’s or the Tax Administrator’s obligations and duties hereunder.
 
(c)           The Master Servicer and the Special Servicer each shall indemnify the Trust, the Trustee, the Custodian, the Certificate Administrator and the Tax Administrator (each in their respective capacity as such and in their individual capacity), and each Serviced Companion Loan Holder, for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Master Servicer’s or the Special Servicer’s, as the case may be, negligent acts or omissions in connection with this Agreement, including the negligent use by the Master Servicer or the Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced by the Master Servicer or the Special Servicer, as the case may be; provided that, if the Trustee, the Custodian, the Certificate Administrator or the Tax Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b) above, then the indemnity in favor of such Person provided for in this Section 8.05(c) with respect to such loss, liability, claim or expense shall be for the benefit of the Trust.  For the purposes of this paragraph, the Master Servicer or Special Servicer will be deemed not to have committed negligent acts or omissions in connection with this Agreement if the Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense).
 
(d)           Each of the Trustee, the Custodian, the Certificate Administrator and the Tax Administrator shall indemnify each of the Trust, the Master Servicer and the Special Servicer and each other (each in their respective capacity as such and in their individual capacity) and each Serviced Companion Loan Holder for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Tax Administrator’s, as the case may be, negligent acts or omissions in connection with this Agreement; provided that if such indemnified person has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03 or Section 8.05(b), as the case may be, then the indemnity in favor of such Person otherwise provided for in this Section 8.05(d) with respect to such loss, liability, claim or expense shall be for the benefit of the Trust.
 
(e)           The Certificate Administrator shall indemnify and hold harmless the Depositor, each Mortgage Loan Seller, each Underwriter and each Serviced Companion Loan Holder from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor, each Mortgage Loan Seller, each Underwriter or any of their respective Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.
 
 
369
 
 
(f)            This Section 8.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee, the Certificate Administrator, the Tax Administrator, the Master Servicer or the Special Servicer as regards rights and obligations prior to such termination, resignation or removal.
 
Section 8.06     Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator.  The Trustee, the Certificate Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association that:  (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at least $50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable discretion.  If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In addition:  (i) the Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be available.  Furthermore, (i) the Certificate Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “AA (low)” by DBRS and the Trustee shall at all times maintain a long-term unsecured debt rating of at least “A” by DBRS (provided, however, that the Trustee may maintain a long-term unsecured debt rating of at least “A (low)” by DBRS if the Master Servicer maintains a rating of at least “A” by DBRS (provided that this proviso shall not impose on the Master Servicer any obligation to maintain such rating); and provided, further, that if any of the Certificate Administrator, the Tax Administrator, or the Trustee is not rated by DBRS, such party shall maintain an equivalent (or higher) rating by any two other NRSROs which may be KBRA and/or Moody’s), and (ii) the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a short-term unsecured debt rating of at least “P-1” by Moody’s and, if rated by KBRA, the equivalent rating by KBRA (or, in the case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and, if applicable, an analogous rating agency confirmation from each Companion Loan Rating Agency) and a long-term unsecured debt rating of at least “A2” by Moody’s if the Trustee has a short-term unsecured debt rating of at least “P-1” by Moody’s, and, if rated by KBRA, the equivalent rating by KBRA, provided that the Trustee may maintain a long-term unsecured debt rating of “Baa2” by Moody’s and a short-term unsecured debt rating of “P-2” by Moody’s if the Master Servicer maintains a long-term unsecured debt rating of at least “A2” by Moody’s (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) (provided that this proviso shall not impose on the Master Servicer any obligation to maintain such rating).  In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall resign immediately in the manner and with the
 
 
370
 
 
effect specified in Section 8.07.  The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer and their respective Affiliates; provided that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) the Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.
 
Section 8.07     Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator.  (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, the Master Servicer, the Special Servicer, 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(c)) and all the Certificateholders.  Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be.  A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor.  If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be.
 
(b)          If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be.  A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor.
 
 
371
 
 
(c)           The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed.  All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator.  A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed.
 
(d)          Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Companion Loan Rating Agency).
 
(e)          Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28”), or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-C28,
 
 
372
 
 
Commercial Mortgage Pass-Through Certificates, Series 2015-C28”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made.  The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession.  If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the Master Servicer or the Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor.
 
(f)           Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and each Other Depositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 
(g)          The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).
 
 
373
 
 
Section 8.08     Successor Trustee, Certificate Administrator and Tax Administrator.  (a) Any successor trustee, certificate administrator or tax administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and its predecessor trustee, certificate administrator or tax administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee, certificate administrator or tax administrator, as the case may be, shall become effective and such successor trustee, certificate administrator or tax administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee, certificate administrator or tax administrator herein.  If the Trustee is being replaced, the predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.
 
(b)          No successor trustee, certificate administrator or tax administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee, certificate administrator or tax administrator, as the case may be, shall be eligible under the provisions of Section 8.06.
 
(c)          Upon acceptance of appointment by a successor trustee, certificate administrator or tax administrator as provided in this Section 8.08, such successor trustee, certificate administrator or tax administrator, as the case may be, shall provide notice of the succession of such trustee, certificate administrator or tax administrator hereunder to the Depositor, the Certificate Administrator (who shall promptly mail such notice to the Certificateholders), the Rule 17g-5 Information Provider (who shall post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and the other parties hereto.
 
Section 8.09     Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator.  Any entity into which the Trustee, Certificate Administrator or Tax Administrator may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which the Trustee, Certificate Administrator or Tax Administrator shall be a party, or any entity succeeding to the corporate trust business of the Trustee, Certificate Administrator or Tax Administrator, shall be the successor of the Trustee, Certificate Administrator or Tax Administrator, as the case may be, hereunder, provided such entity shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
 
Section 8.10      Appointment of Co-Trustee or Separate Trustee.  (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the
 
 
374
 
 
power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable.  If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event in respect of the Master Servicer shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06, and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
 
(b)          In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or when acting as the Master Servicer or Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
 
(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the Trustee.
 
(d)          Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
 
(e)           The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.
 
Section 8.11     Appointment of Custodian.  The Certificate Administrator is hereby appointed as Custodian hereunder.  The Custodian shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee and the Certificate
 
 
375
 
 
Administrator, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the Custodian to the same extent that they apply to the Trustee.  The Custodian may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Depositor.  The resigning Custodian shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of the Custodian and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files and related information, records and reports to the successor).  The Custodian shall comply with the requirements for Trustees set forth in Section 8.06 and shall have in place a fidelity bond and errors and omissions policy, each in such form and amount as is customarily required of custodians acting on behalf of Freddie Mac or Fannie Mae (or shall self-insure, to the extent that the Custodian is otherwise permitted to self-insure by Fannie Mae and Freddie Mac).  The Custodian may be removed by the Holders of Certificates entitled to more than 50% of the Voting Rights in a manner consistent with the provisions of Section 8.07 (to the extent applicable).
 
Section 8.12     Access to Certain Information.  (a) The Certificate Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee or the Custodian, as the case may be, designated by it.
 
(b)          The Certificate Administrator shall make available to any Privileged Person (except as described in item (vi) below) the following items via the Certificate Administrator’s Website, in each case to the extent such items are prepared by the Certificate Administrator or are delivered to the Certificate Administrator in electronic format via electronic mail in accordance with Section 12.06:
 
(i)           the following documents, which shall be made available under a tab or heading designated “deal documents”:
 
(A)    the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
 
(B)     this Agreement, each Mortgage Loan Purchase Agreement and any amendments and exhibits hereto;
 
 
376
 
 
(C)     the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;
 
(ii)          the following documents, which shall be made available under a tab or heading designated “SEC filings”:
 
(A)    each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the EDGAR system (within one Business Day of filing);
 
(iii)         the following documents, which shall be made available under a tab or heading designated “periodic reports”:
 
(A)    the Distribution Date Statements pursuant to Section 4.02(a);
 
(B)     the CREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
 
(C)     each Trust Advisor Annual Report;
 
(iv)         the following documents, which shall be made available under a tab or heading designated “additional documents”:
 
(A)    summaries of Final Asset Status Reports pursuant to Section 3.24(a);
 
(B)     inspection reports pursuant to Section 3.12(a); and
 
(C)     Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
 
(v)          the following documents, which shall be made available under a tab or heading designated “special notices”:
 
(A)    notice of final distribution on the Certificates pursuant to Section 9.01;
 
(B)     notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
 
(C)     notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
 
(D)    notice of the resignation of any party to this Agreement and notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
 
 
377
 
 
(E)      Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
 
(F)      any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
 
(G)     any assessment of compliance delivered to the Certificate Administrator pursuant to Section 11.13;
 
(H)     any attestation reports delivered to the Certificate Administrator pursuant to Section 11.13;
 
(I)      any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
 
(J)      any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
 
(K)     any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
 
(L)      any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
 
(vi)         the Investor Q&A Forum, which shall be made available under a tab or heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
 
(vii)        the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e).
 
 
378
 
 
In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time.
 
The Certificate Administrator shall make available at its offices, during normal business hours, for review by any Privileged Person who certifies to the Certificate Administrator substantially in the form of Exhibit K-1A or Exhibit K-1B hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to the extent such items are in its possession) (except to the extent not permitted by applicable law or under any of the related Mortgage Loan Documents):
 
(A)     any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed environmental issues;
 
(B)      the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer with respect to each Mortgaged Property;
 
(C)      the Mortgage Files, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator;
 
(D)      any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A; and
 
(E)      each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b).
 
The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum.  The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry.
 
The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
 
 
379
 
 
(c)           The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFCM 2015-C28” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
 
(A)     Asset Status Reports pursuant to Section 3.24;
 
(B)      environmental reports pursuant to Section 3.09(c);
 
(C)      Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
 
(D)     any assessments of compliance pursuant to Section 11.13;
 
(E)      any attestation reports pursuant to Section 11.13;
 
(F)      any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
 
(G)      copies of requests or questions that were submitted by the Rating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
 
(H)     any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
 
(I)       notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
 
(J)       notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
 
(K)      Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
 
(L)      all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
 
 
380
 
 
(M)    the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
 
(N)     certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
 
(O)     any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
 
(P)      any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
 
(Q)     any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
 
(R)      the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
 
(d)          The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers.  The Certificate Administrator will forward such inquiries to the appropriate person.  The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum.  The Certificate Administrator shall post the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider.  In addition, no party will post or otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries.  The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website.  Answers posted on the Investor Q&A Forum will be
 
 
381
 
 
attributable only to the respondent, and will not be deemed to be answers from any other person, including the Depositor and the Underwriters.  None of the Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
 
(e)           The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website.  Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
 
(f)            The Certificate Administrator’s Website shall initially be located at www.ctslink.com. Access shall be provided by the Certificate Administrator to Privileged Persons.  In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer.  In the case of a Subordinate Class Representative or a Subordinate Class Certificateholder that, in any such case, is an Excluded Holder, such Person shall submit to the Certificate Administrator, the Master Servicer and the Special Servicer in physical form an investor certification in the form of Exhibit K-2B hereto, executed by the requesting Person and indicating that such Person is an Excluded Holder and listing the related Excluded Loan(s).  The Certificate Administrator shall not be liable for the dissemination of information in accordance with the terms of this Agreement.  The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them.  The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting.  In addition, the Certificate Administrator may disclaim responsibility for any information for which it is not the original source.  The Certificate Administrator shall provide Privileged Persons with assistance in using the Certificate Administrator’s Website if they call the Certificate Administrator’s customer service desk, initially available at (866) 846-4526.  Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to an Excluded Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to an Excluded Loan.
 
Any Person that is a Borrower, a manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Borrower shall be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public:  the Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website, and (b) in the case of the Subordinate Class Representative or a Subordinate Class Certificateholder if any such Person is an Excluded Holder, upon delivery to the Master Servicer, the Special Servicer and the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit K-2B hereto, all information available on the Certificate Administrator’s Website, other than Excluded Information.  In the case of the Subordinate Class Representative or Subordinate Class Certificateholder that is not an Excluded Holder, upon delivery of an investor certification
 
 
382
 
 
substantially in the form of Exhibit K-1B hereto, such Subordinate Class Representative or a Subordinate Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website including any summaries of Final Asset Status Reports relating to any Excluded Loan(s). The Master Servicer, Special Servicer, Certificate Administrator and Trustee may each rely on (i) an investor certification in the form of Exhibit K-1B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person is not an Excluded Holder and (ii) an investor certification in the form of Exhibit K-2B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person is an Excluded Holder with respect to one or more Excluded Loan(s).  In the event the Subordinate Class Representative or a Subordinate Class Certificateholder becomes an Excluded Holder, such party shall promptly notify each of the Master Servicer, Special Servicer, Certificate Administrator and Trustee in writing that such party is an Excluded Holder and identify the Excluded Loan(s) and thereafter shall not be entitled to any Excluded Information related to the Excluded Loan(s) and made available on the Certificate Administrator’s Website.  Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively assume that the Subordinate Class Representative and all beneficial owners of the Certificates of the Subordinate Class are not Excluded Holders except to the extent that the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, has received such notice from the Subordinate Class Representative or a Subordinate Class Certificateholder that it has become an Excluded Holder. None of the Master Servicer, the Special Servicer or the Certificate Administrator shall be liable for any communication to the Subordinate Class Representative or Majority Subordinate Certificateholder or disclosure of information relating to an Excluded Loan if the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Loan (including, in the case of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).  Each of the Master Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any written notice from the Subordinate Class Representative or a Subordinate Class Certificateholder that it is no longer an Excluded Holder.
 
(g)           The Rule 17g-5 Information Provider shall make available, only to Rating Agencies and NRSROs, a rating agency question-and-answer forum and document request tool (the “Rating Agency Q&A Forum and Servicer Document Request Tool”), which shall be a service available on the Rule 17g-5 Information Provider’s Website, where Rating Agencies and NRSROs may (i) submit questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties, the Serviced Mortgage Loans or the related Mortgaged Properties (collectively, “Rating Agency Inquiries”), and (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the answers thereto.  In addition, the Rating Agencies and NRSROs shall be afforded a means to use a form to submit requests for loan-level reports and information.  Upon receipt of a Rating Agency Inquiry, the Rule 17g-5 Information Provider shall forward such Rating Agency Inquiry by electronic mail to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period of time following receipt thereof and indicating that such question was received from a Rating Agency or an NRSRO.  Following receipt of a
 
 
383
 
 
Rating Agency Inquiry, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as described below, shall respond to such Rating Agency Inquiry by electronic mail to the Rule 17g-5 Information Provider and shall have no obligation to respond separately to such Rating Agency Inquiry.  The Rule 17g-5 Information Provider shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the Rule 17g-5 Information Provider’s Website.  Any reports posted by the Rule 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the Rule 17g-5 Information Provider’s Website.  The Certificate Administrator, the Master Servicer and the Special Servicer shall have no obligation to answer such Rating Agency Inquiry if such party determines, in its respective sole discretion, that (i) answering such Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Mortgage Loan Documents, (ii) answering such Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)(A) answering such Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, in which case it shall not be required to answer such Rating Agency Inquiry.  If the Certificate Administrator, the Master Servicer or the Special Servicer so determines not to answer a Rating Agency Inquiry, such party shall promptly notify the Rule 17g-5 Information Provider by reply electronic mail of such determination identifying which of clause (i), (ii) or (iii) of the immediately preceding sentence is the basis of such determination.  Thereafter, the Rule 17g-5 Information Provider shall post such Rating Agency Inquiry, together with a statement of the reason such Rating Agency Inquiry was not answered.  Answers posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other Person.  None of the Underwriters, the Depositor or any of their respective Affiliates shall certify to any of the information posted in the Rating Agency Q&A Forum and Servicer Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.  The Rule 17g-5 Information Provider shall not be held liable for any failure by any other Person to answer any Rating Agency Inquiry.  The Rule 17g-5 Information Provider shall not be required to post to the Rule 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature.  The Rating Agency Q&A Forum and Servicer Document Request Tool shall not present questions, answers and other communications that are not submitted by means of the Rule 17g-5 Information Provider’s Website.
 
(h)           The Rule 17g-5 Information Provider’s Website shall initially be located within the Certificate Administrator’s Website, under the “NRSRO” tab on the page relating to this transaction.  Access to the Rule 17g-5 Information Provider’s Website shall be provided by the Rule 17g-5 Information Provider to the Rating Agencies and to NRSROs upon receipt by the Rule 17g-5 Information Provider of an NRSRO Certification in the form attached to this
 
 
384
 
 
Agreement, which form shall also be located on and submitted electronically by means of the Certificate Administrator’s Website.  The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement.  The Rule 17g-5 Information Provider shall make no representations or warranties as to the accuracy or completeness of any information being made available and shall assume no responsibility for same.  The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of posting by the Rule 17g-5 Information Provider.  In addition, each of the Certificate Administrator and the Rule 17g-5 Information Provider may disclaim responsibility for any information for which it is not the original source.  Certificateholders shall not be afforded access to the Rule 17g-5 Information Provider’s Website.
 
(i)           None of the Trustee, the Custodian or the Certificate Administrator shall be liable for providing or disseminating information in accordance with the terms of this Agreement or at the direction of the Depositor; provided that this provision shall not protect the Trustee, the Custodian or the Certificate Administrator against any liability to the Trust or the Certificateholders against any expense or liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties.
 
Section 8.13     Cooperation Under Applicable Banking Law.  In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Banking Law”), each of the Trustee, the Certificate Administrator and the Master Servicer are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator and the Master Servicer.  Accordingly, each of the other parties agrees to provide to the Trustee, the Certificate Administrator and the Master Servicer upon their reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Trustee, the Certificate Administrator and the Master Servicer to comply with Applicable Banking Law.
 
ARTICLE IX
 
TERMINATION
 
Section 9.01    Termination Upon Repurchase or Liquidation of All Mortgage Loans.  (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the parties hereto (other than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth) shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee and required hereunder to be so paid on the Distribution Date following the earlier to occur of:  (i) the purchase by any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, the Master Servicer or the Special Servicer (whose respective rights to effect such a purchase shall be subject to the priorities and conditions set forth in subsection (b)) of all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the
 
 
385
 
 
Trust Fund at a price (the “Termination Price”) equal to (A) the aggregate Purchase Price of all the Mortgage Loans remaining in the Trust Fund (exclusive of any REO Mortgage Loan(s)), plus (B) the appraised value of each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property), if any, included in the Trust Fund, such appraisal for such REO Property to be conducted by a Qualified Appraiser selected by the Special Servicer and approved by the Certificate Administrator and the Master Servicer, minus (C) if the purchaser is the Master Servicer or the Special Servicer, the aggregate amount of unreimbursed Advances made by such Person, together with any unpaid Advance Interest in respect of such unreimbursed Advances and any unpaid servicing compensation payable to such Person (which items shall be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as the case may be, in connection with such purchase); (ii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master Servicer in its sole discretion; and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.
 
(b)          Any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, the Master Servicer or the Special Servicer, in that order of preference (as set forth more fully below), may at its option elect to purchase all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund as contemplated by clause (i) of Section 9.01(a) by giving written notice to the other parties hereto (and, in the case of an election by the Master Servicer or the Special Servicer, to the Holders of the Subordinate Class) no later than sixty (60) days prior to the anticipated date of purchase; provided that:
 
(A)    the aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is 1.0% or less of the Cut-off Date Pool Balance;
 
(B)     within thirty (30) days after written notice of such election is so given, no Person with a higher right of priority to make such an election does so; and
 
(C)     if more than one Subordinate Class Certificateholder or group of Subordinate Class Certificateholders desire to purchase all of the Mortgage Loans and any REO Properties remaining in the Trust Fund, preference shall be given to the Subordinate Class Certificateholder or group of Subordinate Class Certificateholders with the largest Percentage Interest in the Subordinate Class.
 
If the Trust is to be terminated in connection with the purchase of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan
 
 
386
 
 
Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund by any Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer, such Person(s) shall:  (i) deposit, or deliver to the Master Servicer for deposit, in the Collection Account (after the Determination Date, and prior to the Master Servicer Remittance Date relating to the anticipated Final Distribution Date) an amount in immediately available funds equal to the Termination Price; and (ii) shall reimburse all of the parties hereto (other than itself, if applicable) for all reasonable out-of-pocket costs and expenses incurred by such parties in connection with such purchase.  On the Master Servicer Remittance Date for the Final Distribution Date, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred by it to such account on the Master Servicer Remittance Date from the Collection Account pursuant to Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution.  Upon confirmation that such deposits and reimbursements have been made, the Custodian shall release or cause to be released to the purchasing party (or its designee) the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the purchasing party as shall be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties to the purchasing party (or its designee).
 
Following the date on which the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class D Certificates and the Class A-S, Class B and Class C Regular Interests is reduced to zero, the Sole Certificateholder(s) shall have the right to exchange all of the Certificates for all of the Mortgage Loans and each REO Property or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property, remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.  If the Sole Certificateholder(s) elect(s) to exchange all of the Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder(s), not later than the Business Day prior to the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts then due and owing to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Tax Administrator and/or the Trustee hereunder (and their respective agents) that may be withdrawn from the Collection Account, pursuant to Section 3.05(a), or that may be withdrawn from the Distribution Account, pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit in the Collection Account.  In addition, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred by it to such account on the Master Servicer Remittance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b).  Upon confirmation that such final deposits have been made and following the surrender of all the Certificates on the Final Distribution Date, the Trustee shall release or cause to be released to the Sole Certificateholder(s) (or any designee thereof), the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder(s) as shall be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties to the Sole Certificateholder(s) (or any designee thereof).  For federal income tax purposes, such surrender and release shall be treated as a purchase of such Mortgage Loans and REO Properties for an amount of cash equal to all amounts due in respect thereof after the distribution of amounts remaining in the Distribution
 
 
387
 
 
Account, and a crediting of such amounts as a final distribution on all remaining REMIC I Regular Interests, REMIC II Regular Interests, Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest.
 
(c)          Notice of any termination shall be given promptly by the Certificate Administrator by letter to Certificateholders posted to the Certificate Administrator’s Website and mailed (x) if such notice is given in connection with the purchase of all the Mortgage Loans and each REO Property remaining in the Trust Fund by the Master Servicer, the Special Servicer and/or any Subordinate Class Certificateholder(s), not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates and (y) otherwise during the month of such final distribution on or before the Master Servicer Remittance Date in such month, in any event specifying (i) the Distribution Date upon which the Trust Fund will terminate and final payment on the Certificates will be made, (ii) the amount of any such final payment in respect of each Class of Certificates and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Administrator therein designated.  The Certificate Administrator shall give such notice to the other parties hereto at the time such notice is given to Certificateholders.
 
(d)          Upon presentation and surrender of the Certificates by the Certificateholders on the Final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates such Certificateholder’s Percentage Interest of that portion of the amounts on deposit in the Distribution Account that is allocable to payments on the relevant Class in accordance with Section 4.01.  Any funds not distributed to any Holder or Holders of Certificates of any Class on the Final Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such reasonable steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder.  If by the second anniversary of the delivery of such second notice, all of the Certificates shall not have been surrendered for cancellation, then, subject to applicable escheat laws, the Certificate Administrator shall distribute to the Class R Certificateholders all unclaimed funds and other assets which remain subject hereto.
 
Section 9.02     Additional Termination Requirements.  (a) If any Subordinate Class Certificateholder(s), the Master Servicer, and/or the Special Servicer purchase(s), or the Sole Certificateholder(s) exchange(s) all of the Certificates for, all the Mortgage Loans and each
 
 
388
 
 
REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund as provided in Section 9.01 above, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless the purchasing party obtains at its own expense and delivers to the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the failure of the Trust to comply with the requirements of this Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC Pool:
 
(i)            the Certificate Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool, pursuant to Treasury Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder (as evidenced by an Opinion of Counsel to such effect delivered on behalf and at the expense of the purchasing party);
 
(ii)           during such 90-day liquidation period and at or prior to the time of making the final payment on the Certificates, the Certificate Administrator shall sell or otherwise transfer all the Mortgage Loans and each REO Property remaining in the Trust Fund to the Master Servicer, the Special Servicer, the applicable Subordinate Class Certificateholder(s) or the Sole Certificateholder(s), as the case may be, in exchange for cash and/or Certificates in accordance with Section 9.01; and
 
(iii)          at the time of the final payment on the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Certificates in accordance with Section 4.01 all remaining cash on hand (other than cash retained to meet claims), and each REMIC Pool shall terminate at that time.
 
(b)          By their acceptance of Certificates, the Holders of the Certificates hereby authorize the Trustee, the Certificate Administrator and the Tax Administrator to prepare and adopt, on behalf of the Trust, a plan of complete liquidation of each REMIC Pool in the form of the notice of termination provided for in Section 9.01(c) and in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders.
 
ARTICLE X
 
ADDITIONAL TAX PROVISIONS
 
Section 10.01   REMIC Administration.  (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC under the Code and, if necessary, under Applicable State Law.  Each such election will be made on IRS Form 1066 or other appropriate federal tax or information return or any appropriate state Tax Returns for the taxable year ending on the last day of the calendar year in which the Certificates are issued.  The Tax Administrator shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee shall timely execute and return to the Tax Administrator) and (iii) file each such IRS Form 1066, other appropriate federal tax or information return or appropriate state Tax Return pursuant to subsection (c) below.
 
 
389
 
 
(b)          The Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates is hereby designated as the Tax Matters Person of each REMIC Pool and, in such capacity, shall be responsible to act on behalf of such REMIC Pool in relation to any tax matter or controversy, to represent such REMIC Pool in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority, to request an administrative adjustment as to any taxable year of such REMIC Pool, to enter into settlement agreements with any governmental taxing agency with respect to such REMIC Pool, to extend any statute of limitations relating to any tax item of such REMIC Pool and otherwise to act on behalf of such REMIC Pool in relation to any tax matter or controversy involving such REMIC Pool; provided that the Tax Administrator is hereby irrevocably appointed and agrees to act (in consultation with the Tax Matters Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters Person for each REMIC Pool in the performance of its duties as such.  The legal expenses and costs of any action described in this Section 10.01(b) and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust payable out of amounts on deposit in the Distribution Account as provided by Section 3.05(b) unless such legal expenses and costs are incurred by reason of a Tax Matters Person’s or the Tax Administrator’s misfeasance, bad faith or negligence in the performance of, or such Person’s reckless disregard of, its obligations or are expressly provided by this Agreement to be borne by any party hereto.
 
(c)          The Tax Administrator shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee shall timely execute and return to the Tax Administrator), and (iii) timely file all of, the Tax Returns in respect of each REMIC Pool (other than Tax Returns required to be filed by the Master Servicer pursuant to Section 3.09(g)).  The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor.
 
(d)          The Tax Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that are the responsibility of such REMIC Pool under the Code, the REMIC Provisions or other compliance guidance issued by the IRS or any state or local taxing authority.  Included among such duties, the Tax Administrator shall provide:  (i) to any Transferor of a Class R Certificate, such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee; (ii) to the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions, including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required); and (iii) to the IRS, the name, title, address and telephone number of the Person who will serve as the representative of each REMIC Pool.
 
(e)          The Trustee and the Tax Administrator shall take such action and shall cause each REMIC Pool to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions (and the other parties hereto shall assist them, to the extent reasonably requested by the Trustee or the Tax Administrator), to the extent that the Trustee or the Tax Administrator, as applicable, has actual knowledge that any particular action is required; provided that the Trustee and the Tax Administrator shall be deemed to have knowledge of
 
 
390
 
 
relevant tax laws.  The Trustee or the Tax Administrator, as applicable, shall not knowingly take or fail to take any action, or cause any REMIC Pool to take or fail to take any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event in respect of any REMIC Pool, unless the Trustee or the Tax Administrator, as applicable, has received an Opinion of Counsel to the effect that the contemplated action or non-action, as the case may be, will not result in an Adverse REMIC Event.  None of the other parties hereto shall take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Tax Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.  In addition, prior to taking any action with respect to any REMIC Pool or the assets thereof, or causing any REMIC Pool to take any action, which is not contemplated by the terms of this Agreement, each of the other parties hereto will consult with the Tax Administrator, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur, and no such other party shall take any such action or cause any REMIC Pool to take any such action as to which the Tax Administrator has advised it in writing that an Adverse REMIC Event could occur.  The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement (and in no event by the Trust Fund or the Tax Administrator).
 
(f)           If any tax is imposed on any REMIC Pool, including “prohibited transactions” taxes as defined in Section 860F(a)(2) of the Code, any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, any taxes on contributions to any REMIC Pool after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code or any applicable provisions of state or local tax laws (other than any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)), then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by:  (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (iv) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); (v) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances.  Consistent with the foregoing, any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to and paid by the Trust.  Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account.
 
(g)          The Tax Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC Pool on a calendar year and an accrual basis.
 
 
391
 
 
(h)          Following the Startup Day for each REMIC Pool, the Trustee shall not (except as contemplated by Section 2.03) accept any contributions of assets to any REMIC Pool unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause such contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the inclusion of such assets in such REMIC Pool will not result in an Adverse REMIC Event in respect of such REMIC Pool.
 
(i)           None of the Master Servicer, the Special Servicer or the Trustee shall consent to or, to the extent it is within the control of such Person, permit:  (i) the sale or disposition of any Mortgage Loan (except in connection with (A) a Breach or Document Defect regarding any Mortgage Loan, (B) the foreclosure, default or reasonably foreseeable material default of a Mortgage Loan, including the sale or other disposition of a Mortgaged Property acquired by foreclosure, deed in lieu of foreclosure or otherwise, (C) the bankruptcy of any REMIC Pool, or (D) the termination of the Trust pursuant to Article IX of this Agreement); (ii) the sale or disposition of any investments in any Investment Account for gain; or (iii) the acquisition of any assets for the Trust (other than a Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or otherwise in respect of a Defaulted Mortgage Loan, other than a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan and other than Permitted Investments acquired in connection with the investment of funds in an Account or an interest in a single-member limited liability company, as provided in Section 3.16); in any event unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, or acquisition and in no event at the expense of the Trust Fund or the Trustee) to the effect that such sale, disposition, or acquisition will not result in an Adverse REMIC Event in respect of any REMIC Pool.
 
(j)           Except as otherwise permitted by Section 3.17(a), none of the Master Servicer, the Special Servicer or the Trustee shall enter into any arrangement by which any REMIC Pool will receive a fee or other compensation for services or, to the extent it is within the control of such Person, permit any REMIC Pool to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.  At all times as may be required by the Code, each of the respective parties hereto (to the extent it is within its control) shall take necessary actions within the scope of its responsibilities as more specifically set forth in this Agreement such that it does not cause substantially all of the assets of each REMIC Pool to fail to consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.
 
(k)          Within thirty (30) days after the related Startup Day, the Tax Administrator shall obtain an identification number by filing IRS Form SS-4 with the IRS for each REMIC Pool and prepare and file with the IRS, with respect to each REMIC Pool, IRS Form 8811 “Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations”.
 
Section 10.02     Grantor Trust Administration.  (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code.  The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool
 
 
392
 
 
under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities.  The expenses of preparing and filing such returns shall be borne by the Tax Administrator.
 
(b)           The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)).
 
(c)           The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool.  The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor.  Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable.  There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate.  Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year.
 
(d)           The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02.  Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations.
 
(e)           The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c).
 
(f)            The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicer’s or the Special Servicer’s possession or control).  None of the
 
 
393
 
 
Tax Administrator, Master Servicer, the Special Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event.  None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act.  In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur.  The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee.
 
(g)           If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by:  (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances.  Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account.
 
(h)           The Grantor Trust is a WHFIT that is a WHMT.  The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis.  The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis.  With respect to the Class A-S, Class B, Class C, Class PEX and Class V Certificates, if the Tax Administrator receives notice that any such Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor
 
 
394
 
 
provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders.  The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis.  The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph or that the notice received with respect to any such Certificate as described above is incorrect.
 
(i)           The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method.  The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method.  The Tax Administrator will make available WHFIT information to Certificateholders annually.  In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.
 
(j)           The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to:  (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator.  Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale.  Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests.
 
(k)          To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT.  The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received.  Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP.  The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.
 
Section 10.03     The Depositor, the Master Servicer, the Special Servicer and the Trustee to Cooperate with the Tax Administrator.  (a) The Depositor shall provide or cause to be provided to the Tax Administrator, within ten (10) days after the Closing Date, all information or data that the Tax Administrator reasonably determines to be relevant for tax purposes as to the valuations and Issue Prices of the Certificates, including the price, yield, prepayment assumption and projected cash flow of the Certificates.
 
(b)          Each of the Master Servicer and the Special Servicer shall furnish such reports, certifications and information in its possession, and access to such books and records maintained thereby, as may relate to the Certificates or the Trust Fund and as shall be reasonably requested by the Tax Administrator in order to enable it to perform its duties under this Article X.
 
 
395
 
 
(c)          The Tax Administrator shall be responsible for obtaining a tax identification number for any REMIC or Grantor Trust specified herein, and shall be responsible for the preparation of the related IRS Form W-9, if such form is requested.  The Trustee shall be entitled to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Tax Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.
 
ARTICLE XI
 
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
 
Section 11.01     Intent of the Parties; Reasonableness.  Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor) with the provisions of Regulation AB and related rules and regulations of the Commission.  The Depositor, the Certificate Administrator, the Trustee, any Other Depositor and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions in reasonable good faith, and shall not exercise any such rights for purposes other than compliance with the Dodd-Frank Act, the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder.  The parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).  In connection with this transaction and any Other Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of the Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act or the Securities Act, deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee (including any of their assignees or designees) (i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator or such Other Depositor or Other Trustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good
 
 
396
 
 
faith to be necessary in order to effect such compliance.  In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees) (i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance.  Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements.
 
For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
 
Section 11.02     Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan.  (a) Any other provision of this Article XI to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article XI, in connection with the requirements contained in this Article XI that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Trustee of any Other Securitization that is subject to Regulation AB, no party hereunder shall be obligated to provide any such items to or cooperate with such Other Depositor or Other Trustee (i) unless it is required to deliver corresponding information and other items with respect to the Trust or, in the reasonable good faith determination of an Other Depositor or an Other Trustee, is necessary to permit the related Other Depositor to comply with the provisions of Regulation AB, the Exchange Act and the Securities Act, (ii) until the Other Depositor or Other Trustee of such Other Securitization has provided each party hereto with not less than 30 days’ written notice (which shall only be required to be delivered once) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization is subject to Exchange Act reporting, and (iii) specifying in reasonable detail the information and other items requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Trustee is only required to provide a single written notice to such effect.  Any reasonable cost and expense of the Master Servicer, Special Servicer, Trust Advisor, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Trustee of such Other Securitization (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization.  The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization as to whether Regulation AB requires the delivery of the items identified in this Article XI to such Other Depositor and Other Trustee of such Other Securitization prior to
 
 
397
 
 
providing any of the reports or other information required to be delivered under this Article XI in connection therewith.  Upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article XI with respect to such Other Securitization.  The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Trustee and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization.
 
(b)          The Master Servicer and the Special Servicer shall, upon reasonable prior written request given in accordance with the terms of Section 11.02(a) above, and subject to a right of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit a holder of a related Serviced Pari Passu Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate by the Master Servicer or the Special Servicer, as applicable, at the cost of the Other Depositor) for inclusion in the disclosure materials relating to any securitization of a Serviced Pari Passu Companion Loan.
 
(c)          The Master Servicer and the Special Servicer, upon reasonable prior written request given in accordance with the terms of Section 11.02(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any Other Securitization such opinion(s) of counsel, certifications, compliance letters and/or indemnification agreement(s) with respect to the updated description referred to in Section 11.02(b) above with respect to such party, substantially identical to those, if any, delivered by the Master Servicer or the Special Servicer, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer or the Special Servicer, or their respective legal counsel, as the case may be).  Neither the Master Servicer nor the Special Servicer shall be obligated to deliver any such item with respect to the securitization of a Serviced Pari Passu Companion Loan if it did not deliver a corresponding item with respect to this Trust.
 
Section 11.03     Sub-Servicers; Subcontractors and Agents.  For so long as the Trust is subject to the reporting requirements of the Exchange Act, if any Person appointed as a subcontractor or agent of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator (whether appointed directly by such party or by a Sub-Servicer or subcontractor or agent) would be a Servicing Function Participant, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, shall promptly following request provide to the Depositor and the Certificate Administrator a written description (in form and substance satisfactory to the Depositor) of the role and function of such Person, which description shall include (i) the identity of such subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in the assessments of compliance to be provided by such subcontractor or agent.  In addition, except with respect to any Designated Sub-Servicer under a Sub-Servicing Agreement effective as of the Closing Date, for so long as the Trust is subject to the reporting requirements of the Exchange Act, if any Sub-Servicer, or any subcontractor or agent described above, would be a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the engagement of such Person in such capacity shall not be effective unless and until five (5) Business Days have elapsed following the delivery to the Depositor and the Certificate Administrator of (1) notice of
 
 
398
 
 
the proposed engagement and (2) the related agreement (or, if such agreement is not of the type that is required to be filed under Regulation AB in the good faith judgment of the Depositor, an instrument inuring to the direct benefit of the Depositor in which such Person affirms the rights of the Depositor contemplated by the next succeeding paragraph).  Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 11.10 (if such reports under the Exchange Act are required to be filed under the Exchange Act).
 
For so long as the Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, shall (a) cause each such Sub-Servicing Agreement to entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of such Person to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB and (b) promptly notify the Depositor following any failure of such Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB.  The Depositor is hereby authorized to exercise the rights described in clause (a) of the preceding sentence in its sole discretion.  The rights of the Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.
 
Section 11.04     Information to be Provided by the Master Servicer and the Special Servicer.  (a) For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.10) in connection with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing Function Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as contemplated by this Agreement or any related Other Pooling and Servicing Agreement by any Person (i) into which the Master Servicer, Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed as a sub-servicer (other than the appointment of a Designated Sub-Servicer) by the Master Servicer or Special Servicer, or (iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 6.05 or Section 7.02, the Master Servicer, the Special Servicer, any Servicing Function Participant, the Subordinate Class Representative, the Trustee or any other person who has the right to remove the Special Servicer under this Agreement, as applicable (the Master Servicer, the Special Servicer or any Servicing Function Participant, as applicable, with respect to the foregoing clauses (i) and (ii) and the successor Master Servicer, the successor Special Servicer, the Subordinate Class Representative, the Trustee or any other person who has the right to remove the Special Servicer under this Agreement, as applicable with respect to the foregoing clause (iii)) shall provide to the Depositor and to any Other Depositor, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than the second Business Day after such effective date, but in no event later than the time required pursuant to Section 11.10, (x) written notice to the Trustee, the Certificate Administrator, the Trust Advisor and the Depositor (and any Other Trustee and Other
 
 
399
 
 
Depositor) of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Trustee, the Certificate Administrator, the Trust Advisor and the Depositor (or any Other Trustee or Other Depositor), all information relating to such successor reasonably requested by the Depositor (or such Other Depositor) so that it may comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities.
 
Section 11.05     Information to be Provided by the Trustee.  For so long as the Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.10) in connection with the succession to the Trustee as Trustee or co-trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated, (ii) which may be appointed as a co-trustee or separate Trustee pursuant to Section 8.08, or (iii) that is appointed as a successor Trustee pursuant Section 8.10, the Trustee (with respect to the foregoing clauses (i) and (ii)) or the successor Trustee (with respect to the foregoing clause (iii)) shall provide to the Depositor and to any Other Depositor, at least 5 calendar days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise immediately following such effective date, but in no event later than the time required pursuant to Section 11.10, (x) written notice to the Depositor and Certificate Administrator, and to any Other Depositor, of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and Certificate Administrator, and to any Other Depositor, all information reasonably requested by the Depositor or Other Depositor, so that it may comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities.
 
Section 11.06     Filing Obligations.  (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable).
 
Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
 
 
400
 
 
(b)           [Reserved].
 
(c)           [Reserved].
 
Section 11.07     Form 10-D Filings.  Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange Act and such rules and regulations.  A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust.  The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto.  Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule V and directed to the Certificate Administrator and the Depositor for approval by the Depositor.  The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approval after the date hereof.
 
For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, within five (5) calendar days after the related Distribution Date, (i) the parties listed on Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance of the Additional Form 10-D Disclosure described on Schedule V applicable to such party, (ii) the parties listed on Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party.  No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D; provided that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-D Disclosure.  Other than to the extent provided for in clause (iii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure
 
 
401
 
 
information.  Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense.
 
After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date.  No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.  The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D.  If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b).  After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator.  The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07.  The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D where such failure results from the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
 
The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date.  The Depositor and each Mortgage Loan Seller, in accordance with, and to the extent contemplated by, Section 5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator.  The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which information is presented) in accordance with applicable laws and regulations.
 
 
402
 
 
Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.”  The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.  The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date during any year in which the Trust is required to file a Form 10-D if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.  The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-D.
 
Section 11.08     Form 10-K Filings.  Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2016, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act.  Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:
 
(i)            an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12;
 
(ii)           (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included;
 
(iii)          (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and
 
 
403
 
 
(iv)          a Sarbanes-Oxley Certification as required under Section 11.09.
 
Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval.
 
Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any.  Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement.
 
With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by the Master Servicer or the Special Servicer, as applicable, including the name and address of any new Sub-Servicer.
 
For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2016 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer or the Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall,
 
 
404
 
 
at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party.  No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure.  Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.  Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense.
 
After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval.  Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K.  No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.  The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust.  If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b).  After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator.  The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI.  The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct.
 
Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such
 
 
405
 
 
reports) and (2) has been subject to such filing requirements for the past 90 days.”  The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.  The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.  The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.
 
Section 11.09     Sarbanes-Oxley Certification.  Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act.  Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit S-1, S-2, S-3, S-4, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely.  The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust.  The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention:  A.J. Sfarra, with a copy to:  Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288.  If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.  Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it.
 
 
406
 
 
Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.
 
Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14.
 
With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Sarbanes-Oxley back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.
 
Section 11.10     Form 8-K Filings.  Within four (4) Business Days after the occurrence of an event requiring disclosure under Form 8-K (each a “Reportable Event”), to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall, at the direction of the Depositor, prepare and file on behalf of the Trust any Form 8-K required by the Exchange Act; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates.  Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule VII to which such Reportable Event relates and such Form 8-K Disclosure Information shall be delivered to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee) and approved by the Depositor.  The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule VII) absent such reporting and approval.
 
For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, the parties listed on Schedule VII hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee) within one (1) Business Day after the occurrence of the Reportable Event, but shall provide in no event later than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable
 
 
407
 
 
Event, the form and substance of the Form 8-K Disclosure Information described on Schedule VII as applicable to such party, in EDGAR-Compatible Format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (and such Other Trustee and Other Depositor) and such party and accompanied by an Additional Disclosure Notification in the form attached hereto as Exhibit R. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K by the end of business on the 2nd Business Day after the Reportable Event; provided that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to such Form 8-K Disclosure Information.  The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VII of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; provided that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it shall notify the Depositor that it has not received such information and, provided, further, that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this Agreement.  Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense.
 
After preparing the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the 3rd Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to the Form 8-K.  No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.  The Certificate Administrator shall file such Form 8-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 8-K.  If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b).  After filing with the Commission, the Certificate Administrator will, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator.  The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.10 related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.10.  The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive approved Form 8-K Disclosure Information within the applicable timeframes
 
 
408
 
 
set forth in this Section 11.10 and not resulting from the Certificate Administrator’s own negligence, bad faith or willful misconduct (provided that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it will notify the Depositor that it has not received such information and further provided that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this Agreement).
 
Section 11.11     Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports.  (a) If at any time the Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first year in which the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations and, to the extent required, the Depositor shall sign such form.  With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement under Section 11.01, Section 11.04, Section 11.07, Section 11.08, Section 11.09 and Section 11.10 above shall be suspended.  The Certificate Administrator shall provide prompt notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor and the Mortgage Loan Sellers that such form has been filed.
 
(b)          If the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed by this Agreement because required disclosure information either was not delivered to it or was delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate Administrator shall promptly notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section 12.05) shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed to make such delivery.  In the case of Form 10-D and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 under the Exchange Act.  In the case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D that is required to be filed on behalf of the Trust.  If any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator shall notify the Depositor and such other parties as needed and such parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A.  Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by the Depositor.  The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.11 related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer, the Special Servicer and the Depositor performing their duties under this Section.  The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s
 
 
409
 
 
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
 
Section 11.12     Annual Compliance Statements.  (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicer and the Special Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2016 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the Special Servicer, such party shall provide such Officer’s Certificate to the Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.  The Certificate Administrator, shall prior to March 1st of each year, commencing in 2016, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.
 
(b)          Promptly after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor) shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer’s obligations hereunder or under the applicable sub-servicing agreement.  None of the Certifying Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in any given year
 
 
410
 
 
so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.  The Depositor will provide such written notice if such Form 10-K is not required.  If any Certifying Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Certifying Servicer shall provide the Officer’s Certificate pursuant to this Section 11.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.
 
(c)          With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator an Officer’s Certificate in form and substance similar to the Officer’s Certificate described in this Section 11.12 or such other form as is set forth in the applicable Non-Trust Pooling and Servicing Agreement.
 
Section 11.13     Annual Reports on Assessment of Compliance with Servicing Criteria.  By March 1st (subject to a grace period through March 15th) of each year, commencing in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall and the Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant of such party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, furnish, each at its own expense, to the Trustee, the Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee) and the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial mortgage-backed securities transactions taken as a whole involving such party that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.  Copies of all compliance reports delivered pursuant to this Section 11.13 shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement.
 
 
411
 
 
No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall each forward to the Certificate Administrator and the Depositor (and to any Other Depositor and any Other Trustee) the name and contact information of each Servicing Function Participant engaged by it during such year or portion thereof (except with respect to any Designated Sub-Servicer) and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.  When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to a grace period through March 15th), as applicable, to the Certificate Administrator, each such party shall also at such time, if it has received the assessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator.
 
Promptly after receipt of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor) shall have the right to review each such report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule III and notify the Depositor (and any Other Depositor) of any exceptions.  None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year.  The Depositor will provide such written notice if such Form 10-K is not required.  If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.
 
The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.
 
With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-
 
 
412
 
 
Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in this Section 11.13 and the attestation described in Section 11.14 below.
 
Section 11.14     Annual Independent Public Accountants’ Servicing Report.  By March 1st (subject to a grace period through March 15th), of each year, commencing in March 2016 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the Special Servicer, such party shall provide such report to the Special Servicer on or before March 1st (subject to a grace period through March 5th)), each Reporting Servicer, each at its own expense, shall cause, and each Reporting Servicer, as applicable, shall (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer, use commercially reasonable efforts to cause and (ii) with respect to any other Servicing Function Participant, cause, each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans, each at such Servicing Function Participant’s own expense, a registered public accounting firm (which may also render other services to such Reporting Servicer or such Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator, the Depositor, the Trust Advisor (in the case of the Special Servicer only) (and to any Other Depositor and Other Trustee) and the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Relevant Servicing Criteria in all material respects, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria.  If an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.  Such report must be available for general use and not contain restricted use language.
 
Promptly after receipt of such report from each Reporting Servicer, (i) the Depositor shall have the right to review the report and, if applicable, consult with the related Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder or under any applicable Sub-Servicing Agreement or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each assessment submitted pursuant to Section 11.13 above is coupled with an attestation meeting the requirements of this Section and notify the Depositor and any Other Depositor of any exceptions.  No Reporting Servicer shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.  The Depositor will provide such written notice if such Form 10-K is not required.  If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the report pursuant to this Section 11.14 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.
 
 
413
 
 
Section 11.15     Exchange Act Reporting Indemnification.  Each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall indemnify and hold harmless each Certification Party, the Depositor and any Other Depositor, their respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the Depositor or any Other Depositor or Certificate Administrator (or any Other Trustee) under this Article XI by the time required after giving effect to any applicable grace period or cure period or (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Designated Sub-Servicer) to perform its obligations to the Depositor or any Other Depositor or Certificate Administrator or any Other Trustee under this Article XI by the time required after giving effect to any applicable grace period and cure period or (iii) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party.
 
In addition, each of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and any Other Depositor as necessary for the Depositor or Other Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).
 
In connection with comments provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered by the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor or Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or Other Depositor’s filing of such report, the Depositor or Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party.  Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or Other Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications
 
 
414
 
 
pursuant to this paragraph.  If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or Other Depositor informed of its progress with the Commission and copy the Depositor or Other Depositor on all correspondence with the Commission and provide the Depositor or Other Depositor with the opportunity to participate (at the Depositor’s or Other’s Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization.  The Depositor (or Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting a response or compliance.  All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or Other Depositor.  Each of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.
 
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee and the Trust Advisor shall use commercially reasonable efforts to cause each related Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans, to indemnify and hold harmless the Certification Parties from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement, as applicable or (ii) other than with respect to Designated Sub-Servicers, any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such Servicing Function Participant.
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, each Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans, to contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other in connection
 
 
415
 
 
with a breach of the Performing Party’s obligations pursuant to this Article XI.  The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall use commercially reasonable efforts to cause each related Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.
 
Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party.  In case any such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof other than reasonable costs of investigation.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party fails, within a reasonable period of time, to designate counsel that is reasonably satisfactory to the indemnified party (which approval shall not be unreasonably withheld or delayed).  In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent.  However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under this Agreement.  If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified party, without the consent of the indemnified party.
 
 
416
 
 
Section 11.16     Amendments.  This Article XI may be amended by the written consent of all the parties hereto pursuant to Section 12.01 for purposes of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that no such amendment shall eliminate the reports or statements required by Section 11.12, Section 11.13 or Section 11.14 without the receipt of a letter from each Rating Agency confirming that the elimination of such reports and certificates will not result in a downgrade, qualification or withdrawal of the then-current rating of the Certificates.
 
Section 11.17     Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods.  (a) Each Form 8-K report, Form 10-D report and Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and the Certificate Administrator.  The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention:  A.J. Sfarra, with a copy to:  Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288.
 
(b)          Notwithstanding anything in Section 11.05 to the contrary, any notice required to be delivered to (i) the Depositor under this Article XI shall be properly given if sent by facsimile to (212) 214-8970, Attention:  A.J. Sfarra, with a copy to (704) 715-2378, Attention:  Jeff D. Blake, Esq. (or such other number as the Depositor may instruct) and/or by email to anthony.sfarra@wellsfargo.com, with a copy to jeff.blake@wellsfargo.com (or such other email address as the Depositor may instruct) and (ii) to the Certificate Administrator under this Article XI shall be properly given if sent by facsimile to (410) 715-2380, Attention:  SEC Notifications, or such other number as the Certificate Administrator may instruct and/or by email to cts.sec.notifications@wellsfargo.com (or such other email address as the Certificate Administrator may instruct).
 
(c)          For the avoidance of doubt:
 
(i)            neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to either the last clause of the definition of Servicer Termination Event nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI, provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event;
 
(ii)           neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to either the last clause of the definition of Servicer Termination Event nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required under this Article XI by the time required hereunder with respect to any reporting period for which the Trust is not required to file Exchange Act reports; and
 
 
417
 
 
(iii)          neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to the last clause of the definition of Servicer Termination Event, nor shall any such party be deemed to not be in compliance under this Agreement, in connection with any failure of a Servicing Function Participant, Sub-Servicing Entity, Sub-Servicer or Designated Sub-Servicer that was hired or engaged by the other to deliver any Exchange Act reporting items that such Servicing Function Participant, Sub-Servicing Entity, Sub-Servicer or Designated Sub-Servicer is required to deliver.
 
(d)          In the event the Certificate Administrator or the Depositor does not receive the assessment of compliance and/or the attestation report with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged by a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case may be, by March 15th of any year during which an annual report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such Servicing Function Participant or the party hereto that retained or engaged such Servicing Function Participant, as the case may be, with a copy of such Servicer Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice) or the Certificate Administrator (if the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days of such failure.  For the purposes of this Article XI and Section 7.01 of this Agreement, a “Servicer Notice” shall constitute either any writing forwarded to such party or, in the case of the Master Servicer and the Special Servicer, notwithstanding the provisions of Section 12.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded to all of the following e-mail addresses for the applicable party:  in the case of the Master Servicer, to the applicable email address as provided in Section 12.06, and in the case of the Special Servicer, to the applicable e-mail address as provided in writing by the Special Servicer upon request, or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirements as set forth in the preceding sentence and/or under the provisions of Section 7.01.  Notwithstanding anything herein to the contrary, the forwarding of a Servicer Notice shall not relieve the Master Servicer or Special Servicer of any liability under Section 7.01(a)(xii) for the failure of any Servicing Function Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this Article XI.
 
Section 11.18     Termination of the Certificate Administrator.  Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article XI; provided that (a) such termination shall not be effective until a successor certificate administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated if it cannot perform its obligations due to its failure to properly prepare or file on a timely basis any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto
 
 
418
 
 
needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, (c) if, following the Certificate Administrator’s failure to comply with any of such obligations under Section 11.07, Section 11.08, Section 11.10, Section 11.12, Section 11.13 or Section 11.14 on or prior to the dates and times by which such obligations are to be performed pursuant to, and as set forth in, such Sections the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 11.18 and (d) the Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 11.18 on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.
 
ARTICLE XII
 
MISCELLANEOUS PROVISIONS
 
Section 12.01     Amendment.  (a) This Agreement may be amended from time to time by the mutual agreement of the parties hereto, without the consent of any of the Certificateholders or any of the Companion Loan Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision herein which may be inconsistent with any other provision herein or to correct any error, (iii) to cause the provisions of this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus Supplement (or, in the Private Placement Memorandum relating to the Non-Registered Certificates) made with respect to the Certificates, the Trust or this Agreement, (iv) to make any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the then existing provisions hereof, (v) as evidenced by an Opinion of Counsel delivered to the Trustee, the Master Servicer and the Special Servicer, to relax or eliminate (A) any requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated) or (B) any transfer restriction imposed on the Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable law is amended or clarified such that any such restriction may be relaxed or eliminated), (vi) as evidenced by an Opinion of Counsel delivered to the Trustee, either (X) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any REMIC Pool or the Grantor Trust Pool at least from the effective date of such amendment, or (Y) to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any REMIC Pool or the Grantor Trust Pool, (vii) subject to Section 5.02(d)(iv), to modify, add to or eliminate any of the provisions of Section 5.02(d)(i), Section 5.02(d)(ii) or Section 5.02(d)(iii), (viii) to avoid an Adverse Rating Event with respect to any Class of Rated Certificates; (ix) for the purpose of amending the duties and procedures by which the Rule 17g-5 Information Provider is bound or (x) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to (A) such extent as shall be necessary to effect the qualification of this Agreement under the TIA or under
 
 
419
 
 
any similar federal statute hereafter enacted and to add to this Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that:  (1) any such amendment for the specific purposes described in clause (iv), (vii) or (ix) above shall not adversely affect in any material respect the interests of any Certificateholder or any third party beneficiary of this Agreement or of any provision hereof, as evidenced by the Trustee’s and Certificate Administrator’s receipt of an Independent Opinion of Counsel to that effect; (2) no such amendment may adversely affect any Serviced Companion Loan Holder related to any Serviced Loan Combination then serviced and administered under this Agreement without the written consent of such Serviced Companion Loan Holder; and (3) no such amendment may materially adversely affect the rights, or increase the obligations, of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller.
 
This Agreement may also be amended as provided in Section 3.27(h), subject to Section 12.01(c) and Section 12.01(g).
 
(b)           This Agreement may also be amended from time to time by the mutual agreement of the parties hereto, with the consent of (1) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates that is materially affected by the amendment and without the consent of any of the Companion Loan Holders and (2) any Serviced Companion Loan Holders materially affected by the amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates or a Serviced Companion Loan Holder; provided that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Certificates without the consent of each affected Certificateholder, or which are to be distributed to any Serviced Companion Loan Holder without the consent of any Serviced Companion Loan Holder, (ii) reduce the aforesaid percentage of the Voting Rights which are required to consent to any such amendment, without the consent of all the holders of each Class of Certificates affected thereby, (iii) adversely affect the status of any REMIC Pool as a REMIC under the Code, without the consent of 100% of the Certificateholders, (iv) adversely affect the status of the Grantor Trust Pool as a Grantor Trust under the Code, without the consent of 100% of the Certificateholders of the Class of Certificates that evidences the entirety of the interests in the related portion of the Grantor Trust Pool, (v) amend this Section 12.01 without the consent of all the Holders of all Certificates of the Class(es) affected thereby and the consent of any Serviced Companion Loan Holder if affected thereby, (vi) otherwise materially adversely affect any Class of Certificateholders without the consent of all of the Certificateholders of that Class, (vii) materially adversely affect the holder of any Serviced Companion Loan without the consent of such holder, or (viii) materially adversely affect the rights, or increase the obligations, of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller.  The Trustee shall not agree to amend any Mortgage Loan Purchase Agreement in any manner that would adversely affect in any material respect the interests of the Holders of any Class of Certificates, except with the consent of the Holders of all Certificates of such Class.  Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 12.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.
 
 
420
 
 
In addition, this Agreement shall not be amended in any manner that materially adversely affects any Serviced Companion Loan without the consent of any related Serviced Companion Loan Holder.
 
(c)          Notwithstanding any contrary provision of this Agreement, none of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, or Trust Advisor shall consent to any amendment to this Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel to the effect that (i) neither such amendment nor the exercise of any power granted to any party hereto in accordance with such amendment will 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 (ii) such amendment is authorized or permitted hereunder and all conditions precedent to such amendment have been met.
 
(d)          At least five (5) Business Days prior to the execution of any proposed amendment by the parties hereto, the party requesting such amendment shall provide notice of such amendment (together with a proposed draft of such amendment) to the Rule 17g-5 Information Provider, who shall promptly post such materials to the Rule 17g-5 Information Provider’s Website.  Promptly after the execution and delivery of any amendment by all parties thereto, the Certificate Administrator shall deliver a copy thereof to each Certificateholder and any Serviced Companion Loan Holder and shall notify the Rule 17g-5 Information Provider, who shall promptly post a copy of such amendment to the Rule 17g-5 Information Provider’s Website.
 
(e)          It shall not be necessary for the consent of Certificateholders under this Section 12.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.
 
(f)           The Trustee and the Certificate Administrator each may but shall not be obligated to enter into any amendment pursuant to this Section 12.01 that affects its rights, duties and immunities under this Agreement or otherwise.
 
(g)          The cost of any Opinion of Counsel to be delivered pursuant to Section 12.01(a) or Section 12.01(c) shall be borne by the Person seeking the related amendment, except that if the Trustee requests any amendment of this Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 12.01(a) or Section 12.01(c) shall be payable out of the Distribution Account as an Additional Trust Fund Expense; provided, however, if such amendment is requested by any other party for the benefit of Certificateholders as evidenced by an Officer’s Certificate to such effect delivered by such requesting party, the expense of any related Opinion of Counsel shall be an expense of the Trust.
 
Section 12.02     Recordation of Agreement; Counterparts.  (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public
 
 
421
 
 
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Trustee at the expense of the Trust (payable out of the Distribution Account), but only if (i) the Master Servicer or the Special Servicer, as applicable, determines in its reasonable good faith judgment, that such recordation materially and beneficially affects the interests of the Certificateholders and so informs the Trustee in writing and (ii) the Subordinate Class Representative consents.
 
(b)          For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.
 
Section 12.03     Limitation on Rights of Certificateholders.  (a) The death or incapacity of any Certificateholder or Companion Loan Holder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s or Companion Loan Holder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
 
(b)          No Certificateholder or Companion Loan Holder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders and/or Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Companion Loan Holder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
 
(c)          No Certificateholder or Companion Loan Holder shall have any right by virtue of any provision of this Agreement or the Certificates to institute any suit, action or proceeding in equity or at law against any party hereto upon or under or with respect to this Agreement or the Certificates, or any Borrower upon or under or with respect to any Mortgage Loan, unless such Person previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights (in the case of a Certificateholder) or the related Companion Loan Holder(s), as the case may be, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding.  It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right
 
 
422
 
 
in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of any other Holders of Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder (which priority or preference is not otherwise provided for herein), or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section 12.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
 
Section 12.04     Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.  THIS AGREEMENT AND THE CERTIFICATES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE CERTIFICATES, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY (I) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO, OR ARISING DIRECTLY OR INDIRECTLY OUT OF, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (II) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES.
 
Section 12.05     Notices.  Any communications provided for or permitted hereunder shall be in writing (including by facsimile) and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):  (i) in the case of the Depositor, c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention:  A.J. Sfarra, with a copy to:  Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288; (ii) in the case of the Master Servicer, Wells Fargo Bank, National Association, Commercial Mortgage Servicing, 1901 Harrison Street, Oakland, California 94612, Attention:  WFCM 2015-C28 Asset Manager, facsimile number:  (866) 661-8969, and Wells Fargo Bank, National Association, Commercial Mortgage Servicing, MAC D1086-120, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, Attention:  WFCM 2015-C28 Asset Manager, facsimile number:  (704) 715-0036, with a copy to Wells Fargo Bank, National Association, Legal Department, 301 S. College St., TW-30, Charlotte, North Carolina 28288-0630, Attention:  Commercial Mortgage Servicing Legal Support, Reference:  WFCM 2015-C28; (iii) in the case of the Special Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention:  Executive Vice President – Division Head, facsimile number (913) 253-9001; (iv) in the case of the Trust Advisor, Pentalpha Surveillance LLC, 375 N. French
 
 
423
 
 
Road, Suite 100, Amherst, New York, 14228, Attention:  Don Simon, Chief Operating Officer, with a copy sent via e-mail to don.simon@pentalphasurveillance.com and to notices@pentalphasurveillance.com; (v) in the case of the Certificate Registrar, Certificate Administrator, Tax Administrator and Custodian, Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland  21045, Attention:  Corporate Trust Services WFCM 2015-C28; (vi) in the case of the Trustee, Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention:  CMBS Trustee: WFCM 2015-C28; (vi) in the case of any Mortgage Loan Seller, the address for notices to such Mortgage Loan Seller, as applicable, under the related Mortgage Loan Purchase Agreement; and (viii) in the case of the initial Subordinate Class Representative, KKR Securities Holdings, LLC, 9 West 57th Street, Suite 4200, New York, New York 10019, facsimile number: (212) 750-0003; or as to each such Person such other address and/or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.  Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register.
 
Any communications with parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement that are provided for or permitted hereunder shall be in writing (including by facsimile) and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the related Non-Trust Trustee or Non-Trust Certificate Administrator which shall be deemed to have been duly given only when received) to, (i) in the case of the related Non-Trust Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, fax number: (913) 253-9001, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150, Attention: Kenda K. Tomes, fax number: (816) 412-9338; (ii) in the case of the related Non-Trust Special Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, fax number: (913) 253-9001, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150, Attention: Kenda K. Tomes, fax number: (816) 412-9338; (iii) in the case of the related Non-Trust Trustee, Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, California, 92705-4934, Attention: Trust Administration – CI1529, fax number (714) 247-6022; (iv) in the case of the related Non-Trust Certificate Administrator, Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust - CGCMT 2015-GC29, fax number: (212) 816-5527; and (v) in the case of the related Non-Trust Trust Advisor, Situs Holdings, LLC, 2 Embarcadero, Suite 1300, San Francisco, California 94111, Attention: Stacey Ciarlanti, Vice President, with a copy to Situs Holdings, LLC, 5065 Wertheimer Suite 700E, Houston, Texas 77052, Attention: Legal Department; or as to each such Person such other address and/or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.
 
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written notice of the events or information specified in Section 8.12(c) to the Rating Agencies at the address listed below, promptly following the occurrence thereof; provided that such notice or other information is first provided to the Rule 17g-5 Information Provider in accordance with the procedures set forth in
 
 
424
 
 
Section 8.12.  In addition, the Trustee shall deliver copies of any documents required to be delivered to the Rating Agencies under this Agreement to the Rating Agencies at the time such documents are required to be delivered pursuant to this Agreement.  The Master Servicer or the Special Servicer, as applicable, and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided that such other information is first provided to the Rule 17g-5 Information Provider in accordance with the procedures set forth in Section 8.12; provided, further, that the Rule 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.  Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement.  Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.
 
Any notices to the Rating Agencies shall be sent to the following:  (A) DBRS, Inc., 333 West Wacker Drive, Suite 1800, Chicago, Illinois 60606, Attention:  Commercial Mortgage Surveillance, Facsimile No.:  (312) 332-3492, email address:  cmbs.surveillance@dbrs.com, (B) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York 10022, Attention: CMBS Surveillance, fax number:  (646) 731-2395, and (C) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York  10007, Attention:  Commercial Mortgage Surveillance Group, e-mail address:  cmbssurveillance@moodys.com; or as to each such Person such other address and/or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.  Delivery of notices and information to the Rating Agencies shall be subject to strict compliance with Section 3.27.
 
For purposes of any communication hereunder, the party delivering the communication shall be entitled to rely on the notice address set forth in or established under the preceding paragraphs of this Section 12.05.
 
Section 12.06     Communications by Electronic Mail.  Each communication that is expressly permitted or required hereunder to be sent, forwarded or delivered by means of electronic mail shall be so sent, forwarded or delivered to:  (i) in the case of the Certificate Administrator, (a) for purposes of Article XI, cts.sec.notifications@wellsfargo.com, and (b) for all other purposes, trustadministrationgroup@wellsfargo.com; (ii) in the case of the Rule 17g-5 Information Provider, 17g5InformationProvider@wellsfargo.com; (iii) in the case of the Master Servicer, commercial.servicing@wellsfargo.com (or, with respect to requests for rating agency or investor information, RAInvRequests@wellsfargo.com); (iv) in the case of the Special Servicer, NoticeAdmin@midlandls.com; (v) in the case of the Trustee, cmbstrustee@wilmingtontrust.com, facsimile number (302) 630-4140; (vi) in the case of the Trust Advisor,don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com ; and (vii) in the case of each other party hereto and the Initial Majority Subordinate Certificateholder, the address set forth in the Notice of Electronic Addresses dated the Closing Date and executed by all such parties; or, as to each such Person, such other electronic mail address as may hereafter be furnished by such Person to the other parties hereto and to the Initial Majority Subordinate Certificateholder in a written notice delivered in accordance with Section 12.05.  For purposes of such a communication, the party sending, forwarding or delivering such a communication shall be entitled to rely on the electronic mail address set forth in or established pursuant to the preceding sentence.  This Section shall not be construed to
 
 
425
 
 
modify Section 12.05, nor to authorize, permit or make binding any communication that is not expressly permitted or required hereunder to be sent, forwarded or delivered by means of electronic mail.
 
Section 12.07     Severability of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
 
Section 12.08     Successors and Assigns; Beneficiaries.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns and, as express third party beneficiaries (with all right to enforce the obligations hereunder intended for their benefit as if a party hereto), the Sub-Servicers, the Underwriters, the Mortgage Loan Sellers, any Other Depositors, and the non-parties referred to in Section 6.03 and Section 8.05 and all such provisions shall inure to the benefit of the Certificateholders.  Any Serviced Companion Loan Holders and the Subordinate Class Representative (other than any Serviced Companion Loan Holder or Subordinate Class Representative that is same Person as or an Affiliate of the related Borrower) and any designees thereof acting on behalf of or exercising the rights of such Serviced Companion Loan Holders or Subordinate Class Representative shall be third party beneficiaries to this Agreement with respect to their rights as specifically provided for herein and shall be entitled to enforce their respective rights hereunder.  In addition, each Non-Trust Master Servicer, Non-Trust Special Servicer, Other Master Servicer, Other Special Servicer, Other Trustee and Serviced Loan Combination Special Servicer is an intended third party beneficiary under this Agreement with respect to any provision herein expressly relating to compensation, reimbursement or indemnification of such Non-Trust Master Servicer, Other Master Servicer, Other Special Servicer, Other Trustee or Serviced Loan Combination Special Servicer and the provisions regarding the coordination of Advances and any other rights afforded such party hereunder.
 
Section 12.09     Article and Section Headings.  The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
 
Section 12.10     Notices to Subordinate Class Representative.  The Trustee, the Master Servicer and the Special Servicer shall each deliver to the Subordinate Class Representative a copy of each notice or other item of information such Person is required to deliver to the Rating Agencies pursuant to Section 8.12, in each case at approximately the same time with the delivery thereof to the Rating Agencies, to the extent not already delivered to the Subordinate Class Representative pursuant to this Agreement.
 
Section 12.11     Complete Agreement.  This Agreement embodies the complete agreement among the parties and may not be varied or terminated except by a written agreement conforming to the provisions of Section 12.01.  All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.
 
 
426
 
 
Section 12.12     Precautionary Trust Indenture Act Provisions.  If the Depositor notifies the parties to this Agreement that, following non-binding consultation with the Trustee, it has determined that the Trust Indenture Act of 1939, as it may be amended from time to time (the “TIA”) applies to this Agreement or that qualification under the TIA or any similar federal statute hereafter enacted is required (any such determination by the Depositor, a “TIA Applicability Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA (assuming such section is then in effect), the provisions of Sections 310 to and including Section 317 of the TIA that impose duties on any person are part of and govern this Agreement, whether or not physically contained herein, as and to the extent provided in Section 318 of the TIA; provided, however, that it shall be deemed that the parties to this Agreement have agreed that, to the extent permitted under the TIA, this Agreement shall expressly exclude any non-mandatory provisions that (x) conflict with the provisions of this Agreement or would otherwise alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility of any party hereto; (ii) the parties agree to cooperate in good faith with the Depositor, at the cost of the Depositor, to make such amendments to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to effect the qualification of this Agreement under the TIA or such similar statute and to add to this Agreement such other provisions as may be expressly required by the TIA or as may be determined by the parties to be beneficial for compliance with the TIA; and (iii) upon the direction of the Depositor, the Trustee shall file a Form T-1 or such other form as the Depositor informs the Trustee is required, with the Commission or other appropriate institution.
 
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
 
 
427
 
 
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.
       
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., 
Depositor
  
       
  By:     
   
Name:
  
   
Title:
  
       
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
Master Servicer
  
       
  By:    
   
Name:
  
   
Title:
  
       
 
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
Special Servicer
  
       
  By:    
   
Name:
  
   
Title:
  
 
WFCM 2015-C28 – Pooling and Servicing Agreement
 
 
 
 
 
       
 
PENTALPHA SURVEILLANCE LLC,
Trust Advisor
  
       
  By:     
   
Name:
  
   
Title:
  
       
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
Certificate Administrator, Tax Administrator and Custodian
  
       
  By:    
   
Name:
  
   
Title:
  
       
 
WILMINGTON TRUST, NATIONAL ASSOCIATION, 
Trustee
  
       
  By:    
   
Name:
  
   
Title:
  
 
WFCM 2015-C28 – Pooling and Servicing Agreement
 
 
 
 
 
STATE OF  )
 
)  ss.:
COUNTY OF  )
                                          
On the ______ day of May 2015, before me, a notary public in and for said State, personally appeared __________________, personally known to me to be a _________________ of _________________________________________, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
   
 
Notary Public
   
[SEAL]
  
 
My commission expires:
 
   
 
WFCM 2015-C28 – Pooling and Servicing Agreement
 
 
 
 
 
EXHIBIT A-1
 
FORM OF CERTIFICATES (OTHER THAN CLASS R AND CLASS V CERTIFICATES)
 
CLASS [        ] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2015-C28
 
This is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued in multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of commercial, multifamily and manufactured housing community mortgage loans or interests therein (the “Mortgage Loans”), such pool being formed and sold by
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
 
Pass-Through Rate: [____% per annum] [Variable]
  
Class [Principal Balance] [Notional Amount] of the Class [        ] Certificates as of the Closing Date: $__________ [For Class PEX only: The Class Principal Balance of the Class PEX Certificates represents the maximum aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for, or any issuance of, the Class PEX Certificates), representing the maximum aggregate Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange.] [For Classes A-S, B and C only: The Class Principal Balance of the Class [A-S] [B] [C] Certificates represents the maximum aggregate Certificate Principal Balance of the Class [A-S] [B] [C] Certificates (without giving effect to any exchanges for, or any issuance of, the Class PEX Certificates).]
     
Closing Date: May 21, 2015
  
Initial Certificate [Principal Balance] [Notional Amount] of this Certificate as of the Closing Date: $__________
     
First Distribution Date: June 17, 2015
  
Aggregate Cut-off Date Principal Balance of the Original Mortgage Loans as of the Cut-off Date (“Cut-off Date Pool Balance”): $1,164,686,419
     
Master Servicer:
Wells Fargo Bank, National Association
  
Special Servicer:
Midland Loan Services, a Division of PNC Bank, National Association
 
 
A-1-1
 
 
Trustee:
Wilmington Trust, National Association
  
Certificate Administrator, Tax Administrator and Custodian:
Wells Fargo Bank, National Association
     
Trust Advisor:
Pentalpha Surveillance LLC
  
CUSIP No.:
ISIN No.: ________________
     
Certificate No. [_] -___
    
 
 
A-1-2
 
 
[FOR BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE ADMINISTRATOR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
 
[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, B, C, PEX AND D): THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]
 
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS INSURED OR GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
 
 
A-1-3
 
 
[FOR PRINCIPAL BALANCE CERTIFICATES OTHER THAN CLASS A-S, CLASS B, CLASS C AND CLASS PEX CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.]
 
[FOR CLASS A-S, CLASS B, CLASS C AND CLASS PEX CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES A BENEFICIAL INTEREST IN A PORTION OF A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, WHICH PORTION CONSISTS OF A PERCENTAGE INTEREST IN THE ONE OR MORE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.]
 
[FOR SUBORDINATE CERTIFICATES (CLASSES A-S, B, C, D, E, F, G AND PEX): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]
 
[FOR PRINCIPAL BALANCE CERTIFICATES: THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.]
 
[FOR CLASSES X-A, X-E, X-F AND X-G CERTIFICATES: THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.]
 
[FOR CLASS X-A CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF SIX REGULAR INTERESTS IN REMIC III, EACH ONE CORRESPONDING TO ONE OF THE COMPONENTS OF THE CLASS X-A CERTIFICATES’ NOTIONAL AMOUNT.]
 
[FOR CLASS X-E CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR INTEREST IN REMIC III, CORRESPONDING TO THE COMPONENT OF THE CLASS X-E CERTIFICATES’ NOTIONAL AMOUNT.]
 
[FOR CLASS X-F CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR INTEREST IN REMIC III, CORRESPONDING TO THE COMPONENT OF THE CLASS X-F CERTIFICATES’ NOTIONAL AMOUNT.]
 
 
A-1-4
 
 
[FOR CLASS X-G CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR INTEREST IN REMIC III, CORRESPONDING TO THE COMPONENT OF THE CLASS X-G CERTIFICATES’ NOTIONAL AMOUNT.]
 
[FOR REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A “U.S. PERSON” WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.]
 
This certifies that [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [_______]] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the [principal balance] [notional amount] of this Certificate (its “Certificate [Principal Balance] [Notional Amount]”) as of the Closing Date by the aggregate [principal balance] [notional amount] of all the Class [_] Certificates (their “Class [Principal Balance] [Notional Amount]”) as of the Closing Date) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class [_] Certificates. The Trust Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor,” which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer,” which term includes any successor entity under the Agreement), as certificate administrator (in such capacity, the “Certificate Administrator,” which term includes any successor entity under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,” which term includes any successor entity under the Agreement) and as custodian (in such capacity, the “Custodian,” which term includes any successor entity under the Agreement), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer,” which term includes any successor entity under the Agreement), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor,” which term includes any successor entity under the Agreement), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In the event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
 
 
A-1-5
 
 
Pursuant to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date (the “Distribution Date”) each month that is the fourth Business Day following the Determination Date in such month, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to all the Holders of the Class [        ] Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this Certificate will be made by the Certificate Administrator by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F, G AND PEX): (determined without regard to any possible future reimbursement of any portion of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate)] will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.
 
The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account, the Collection Account, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account, each Serviced A/B Loan Combination Custodial Account and any other accounts established pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses.
 
[FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F, G AND PEX): Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.]
 
This Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
 
A-1-6
 
 
[FOR BOOK-ENTRY CERTIFICATES: All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.]
 
[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, B, C PEX AND D): No direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any ownership interest in this Certificate or any interest herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”) is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of any state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement) the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit C-1A or Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Agreement, or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.
 
If this Certificate constitutes a Rule 144A Global Certificate and a transfer of any interest in this Certificate is to be made without registration under the Securities Act (except under limited circumstances specified in the Agreement), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached as Exhibit C-2B to the Agreement, or (ii) an Opinion of Counsel to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act. Except as discussed below or under such other limited circumstances as are provided in the Agreement, if this Certificate constitutes a Rule 144A Global Certificate, then interests herein shall not be transferred to any Person who takes delivery in the form of an interest in anything other than a Rule 144A Global Certificate.
 
Except under such limited circumstances as are provided in the Agreement, if this Certificate constitutes a Regulation S Global Certificate, then beneficial interests in this Certificate shall not be transferred to any Person other than a non-United States Securities Person in an Offshore Transaction who takes delivery in the form of a beneficial interest in this Regulation S Global Certificate. If the transfer occurs on or prior to the Release Date, then the
 
 
A-1-7
 
 
Certificate Owner desiring to effect such Transfer shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form attached as Exhibit C-3B to the Agreement. On or prior to the Release Date, beneficial interests in any Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the Release Date, beneficial interests in any Regulation S Global Certificate may be held through Euroclear, Clearstream or any other direct account holder at DTC.
 
Notwithstanding the foregoing, any interest in a Rule 144A Global Certificate may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) who takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated above with respect to Transfers of this Certificate in definitive form and (ii) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and/or Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated above with respect to Transfers of this Certificate in definitive form, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate, and cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee.
 
None of the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar or the Trust Advisor is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the provisions described above.]
 
[FOR BOOK-ENTRY CERTIFICATES: The Global Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.]
 
No transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plans or other benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including
 
 
A-1-8
 
 
insurance company general accounts, that are subject to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in limited circumstances, the Certificate Registrar shall refuse to register the transfer of this Certificate (and, if applicable, any Certificate Owner shall refuse to transfer an interest in this Certificate), unless it has received from the prospective Transferee (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and holding of this Certificate or interest by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited transactions imposed under Section 4975 (a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is investment grade rated and is being acquired by, on behalf of or with assets of a Plan in reliance upon Prohibited Transaction Exemption 96-22 (as amended by Prohibited Transaction Exemption 2013-08), a certification to the effect that such Plan (X) is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) agrees that it will obtain from each of its Transferees a written certification described in clause (i) above, a written certification described in clause (ii) above or a written representation that such Transferee satisfies the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation; or (iv) a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Certificate Administrator (or, if applicable, the Certificate Owner effecting the transfer) that such Transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or result in the imposition of an excise tax under Section 4975 of the Code and will not subject the Trustee, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar, the initial purchasers or a Sub-Servicer to any obligation in addition to those undertaken in the Agreement.
 
If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership interests in a Book-Entry Non-Registered Certificate) any certification and/or Opinion of Counsel contemplated by the preceding paragraph, then such Transferee shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee are exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in the case of such a Certificate that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in the case of such a Certificate that is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law does not result in a violation of Similar Law.
 
 
A-1-9
 
 
If a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate Registrar (and, if applicable, to the Certificate Owner) a certification to the effect that, and such other evidence as may be reasonably required by the Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account described above in this Certificate.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
 
No service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Certificate.
 
[FOR BOOK-ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC, and accordingly, this Certificate shall constitute a Book-Entry Certificate.]
 
The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian, the Certificate Registrar and any agent of any such party may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of such parties or such agents shall be affected by notice to the contrary.
 
Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the purchase by the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, at a price determined as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) 
 
 
A-1-10
 
 
remaining in the Trust Fund; and (iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master Servicer in its sole discretion. The Agreement permits, but does not require, the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off Date Pool Balance.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement with the consent of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates that is materially affected by the amendment and without the consent of any Companion Loan Holders and (ii) any Serviced Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.
 
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
 
The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.
 
This Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.
 
 
A-1-11
 
 
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.
       
  WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Certificate Registrar		  
       
 
By:
    
   
Authorized Representative
  
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class [        ] Certificates referred to in the within-mentioned Agreement.
 
Dated:            May 21, 2015
       
  WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Authenticating Agent		  
       
 
By:
    
   
Authorized Representative
  
 
 
A-1-12
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address: _______________.
 
Dated:
     
 
Signature by or on behalf of Assignor
  
     
     
 
Signature Guaranteed
  
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee should include the following for purposes of distribution:
 
Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _______________ for the account of _______________.
 
Distributions made by check (such check to be made payable to _______________) and all applicable statements and notices should be mailed to ____________.
 
This information is provided by _______________, the Assignee named above, or _______________, as its agent.
 
 
A-1-13
 
 
[FOR NON-REGISTERED, BOOK-ENTRY CERTIFICATES INSERT THIS SCHEDULE A]
 
SCHEDULE A
 
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
 
The following exchanges of a part of this Global Security have been made:
 
Date of Exchange
Amount of
Decrease in Principal
Amount of this
Global Security
Amount of Increase
in Principal Amount
of this Global
Security
Principal Amount of
this Global Security
following such
decrease (or increase)
Signature of
authorized officer of
Trustee or securities
custodian
 
 
A-1-14
 
 
EXHIBIT A-2
 
FORM OF CLASS R CERTIFICATES
 
CLASS R COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE, SERIES 2015-C28
 
This is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued in multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of commercial, multifamily and manufactured housing community mortgage loans or interests therein (the “Mortgage Loans”), such pool being formed and sold by
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
 
Closing Date: May 21, 2015
  
Percentage Interest evidenced by this Class R Certificate: ___%
     
First Distribution Date:
June 17, 2015
  
Aggregate Cut-off Date Principal Balance of the Original Mortgage Loans as of the Cut-off Date (“Cut-off Date Pool Balance”): $1,164,686,419
     
Master Servicer:
Wells Fargo Bank, National Association
  
Special Servicer:
Midland Loan Services, a Division of PNC Bank, National Association.
     
Trustee:
Wilmington Trust, National Association
  
Certificate Administrator, Tax Administrator and Custodian:
Wells Fargo Bank, National Association
     
Trust Advisor:
Pentalpha Surveillance LLC
  
CUSIP No.:
ISIN No.: ________________
     
Certificate No. R- ___
    

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
 
A-2-1
 
 
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS INSURED OR GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ANY PURPORTED TRANSFER IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
 
THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, “NON-UNITED STATES PERSONS” OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO
 
 
A-2-2
 
 
FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.
 
This certifies that [_____] is the registered owner of the Percentage Interest evidenced by this Certificate (as specified above) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class R Certificates. The Trust Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor,” which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer,” which term includes any successor entity under the Agreement), as certificate administrator (in such capacity, the “Certificate Administrator,” which term includes any successor entity under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,” which term includes any successor entity under the Agreement) and as custodian (in such capacity, the “Custodian,” which term includes any successor entity under the Agreement), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer,” which term includes any successor entity under the Agreement), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor,” which term includes any successor entity under the Agreement), and Wilmington Trust, National Association, as trustee
 
 
A-2-3
 
 
(the “Trustee,” which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In the event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
 
Pursuant to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date (the “Distribution Date”) each month that is the fourth Business Day following the Determination Date in such month, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to all the Holders of the Class R Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this Certificate will be made by the Certificate Administrator by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.
 
The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account, the Collection Account, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account, each Serviced A/B Loan Combination Custodial Account and any other accounts established pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses.
 
This Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any ownership interest in this Certificate or any interest herein shall be made
 
 
A-2-4
 
 
unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”) is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of any state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement) the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached as Exhibit C-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.
 
None of the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar or the Trust Advisor is obligated to register or qualify the Class R Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the provisions described above.
 
Each Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by its acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized the Certificate Administrator (i) to deliver payments to a Person other than such Person and (ii) to negotiate the terms of any mandatory disposition, to execute all instruments of Transfer and to do all other things necessary in connection with any such disposition. Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Certificate Administrator and the Tax Administrator of any change or impending change in its status as a Permitted Transferee. In connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of this Certificate until its receipt of, an affidavit and agreement substantially in the form attached as Exhibit E-1 to the Agreement (a “Transfer Affidavit and Agreement”) from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted
 
 
A-2-5
 
 
Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee or agent for any Person that is not a Permitted Transferee. Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible Officer of either the Certificate Registrar or the Certificate Administrator has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in this Certificate to such proposed Transferee shall be effected. In connection therewith, the Certificate Registrar shall not register the transfer of an Ownership Interest in this Certificate to any entity classified as a partnership under the Code unless at the time of transfer, all of its beneficial owners are, and under the partnership agreements are required to be, United States Securities Persons.
 
Each Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer its Ownership Interest herein unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit E-2 to the Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee. Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees to give the Certificate Administrator and the Tax Administrator written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a “pass-through interest holder.”
 
If a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account described above in this Certificate.
 
The provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered to the Certificate Administrator and the Tax Administrator the following: (a) a Rating Agency Confirmation with respect to such modification of, addition to or elimination of such provisions; and (b) an Opinion of Counsel, in form and substance satisfactory to the Certificate Administrator and the Tax Administrator, to the effect that such modification of, addition to or elimination of such provisions will not cause any REMIC Pool to cease to qualify as a REMIC or be subject to an entity-level tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee.
 
A “Permitted Transferee” is any Transferee other than a “Disqualified Organization”, a “Disqualified Non-United States Tax Person” or a “Disqualified Partnership” (each as defined in the Agreement) and other than a foreign permanent establishment or fixed base (each within the meaning of any applicable income tax treaty) of a United States Tax Person or any other Person as to whom the transfer of this Certificate may cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.
 
 
A-2-6
 
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
 
No service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Certificate.
 
The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian, the Certificate Registrar and any agent of any such party may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of such parties or such agents shall be affected by notice to the contrary.
 
Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the purchase by the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, at a price determined as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund; and (iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master Servicer in its sole discretion. The Agreement permits, but does not require, the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off Date Pool Balance.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement with the consent of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights
 
 
A-2-7
 
 
allocated to each Class of Certificates that is materially affected by the amendment and without the consent of any Companion Loan Holders and (ii) any Serviced Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.
 
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
 
The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.
 
This Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.
 
 
A-2-8
 

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Certificate Registrar
     
 
By:
  
   
Authorized Representative
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
 
Dated:                  May 21, 2015
     
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Representative
 
 
A-2-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto______________________________________________
 
(please print or typewrite name and address including postal zip code of assignee)
 
the beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address: ___________________________________________ _________________________________________________________________.
 
Dated:
 
 
     Signature by or on behalf of Assignor
 
 
     Signature Guaranteed
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee should include the following for purposes of distribution:
 
Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _________________________________for the account of __________________________________________.
 
Distributions made by check (such check to be made payable to ________________________________________) and all applicable statements and notices should be mailed to __________________________________________.
 
This information is provided by ________________________________, the Assignee named above, or _____________________________, as its agent.
 
A-2-10
 
 
EXHIBIT A-3
 
FORM OF CLASS V CERTIFICATES
 
CLASS V COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE, SERIES 2015-C28

This is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued in multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of commercial, multifamily and manufactured housing community mortgage loans or interests therein (the “Mortgage Loans”), such pool being formed and sold by
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
 
Closing Date: May 21, 2015
 
  
Percentage Interest evidenced by
this Class V Certificate: ___%
     
First Distribution Date:
June 17, 2015
  
Aggregate Cut-off Date Principal Balance of the Original Mortgage Loans as of the Cut-off Date (“Cut-off Date Pool Balance”): $1,164,686,419
     
Master Servicer:
Wells Fargo Bank, National Association
  
Special Servicer:
Midland Loan Services, a Division of PNC Bank, National Association
     
Trustee:
Wilmington Trust, National Association
  
Certificate Administrator, Tax Administrator and Custodian:
Wells Fargo Bank, National Association
     
Trust Advisor:
Pentalpha Surveillance LLC
  
CUSIP No.:
ISIN No.: ________________
 
Certificate No. V-___
    
 
 
A-3-1
 
 
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.
 
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL
 
 
A-3-2
 
 
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ANY PURPORTED TRANSFER IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
 
THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN POST-ARD ADDITIONAL INTEREST (IF ANY) RECEIVED IN RESPECT OF THE ARD MORTGAGE LOANS, SUBJECT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
This certifies that [________________] is the registered owner of the Percentage Interest evidenced by this Certificate (as specified above) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class V Certificates. The Trust Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor,” which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer,” which term includes any successor entity under the Agreement), as certificate administrator (in such capacity, the “Certificate Administrator,” which term includes any successor entity under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,” which term includes any successor entity under the Agreement) and as custodian (in such capacity, the “Custodian,” which term includes any successor entity under the Agreement), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer,” which term includes any successor entity under the Agreement), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor,” which term includes any successor entity under the Agreement), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In the event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
 
Pursuant to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date (the “Distribution Date”) each month that is the fourth Business Day following the Determination Date in such month, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to all the Holders of the Class V Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this Certificate will be made by the Certificate Administrator by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
 
 
A-3-3
 
 
appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.
 
The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account, the Collection Account, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Accounts, the Excess Liquidation Proceeds Account, the REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account and each Serviced A/B Loan Combination Custodial Account and any other accounts established pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such advances and expenses.
 
This Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any ownership interest in this Certificate or any interest herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”) is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of any state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement) the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached as Exhibit C-1A or Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Agreement, or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.
 
 
A-3-4
 
 
None of the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar or the Trust Advisor is obligated to register or qualify the Class V Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the provisions described above.
 
No transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plans or other benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts the assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including insurance company general accounts, that are subject to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. The Certificate Registrar shall refuse to register the transfer of this Certificate unless it has received from the prospective Transferee a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate.
 
If a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account described above in this Certificate.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.
 
No service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Certificate.
 
 
A-3-5
 
 
The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian the Certificate Registrar and any agent of any such party may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of such parties or such agents shall be affected by notice to the contrary.
 
Subject to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the purchase by the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, at a price determined as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund; and (iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of the Master Servicer in its sole discretion. The Agreement permits, but does not require, the Master Servicer, the Special Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off Date Pool Balance.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement with the consent of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates that is materially affected by the amendment and without the consent of any Companion Loan Holders and (ii) any Serviced Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.
 
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
 
 
A-3-6
 
 
The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.
 
This Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.
 
 
A-3-7
 
 
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.
   
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Certificate Registrar
     
 
By:
 
   
Authorized Representative
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class V Certificates referred to in the within-mentioned Agreement.
 
Dated:                  May 21, 2015
   
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Authenticating Agent
     
 
By:
 
   
Authorized Representative
 
 
A-3-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto______________________________________________
 
(please print or typewrite name and address including postal zip code of assignee)
 
the beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address:_____________________________________ ______________________________________________________________________________.
 
Dated:
      
       
   
Signature by or on behalf of Assignor
  
       
   
Signature Guaranteed
  
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee should include the following for purposes of distribution:
 
Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________________________ for the account of _______________________________.
 
Distributions made by check (such check to be made payable to _______________) and all applicable statements and notices should be mailed to _________________________.
 
This information is provided by ____,
the Assignee named above, or _____,
as its agent.
 
 
A-3-9
 
 
EXHIBIT B
 
LETTER OF REPRESENTATIONS BETWEEN ISSUER AND INITIAL DEPOSITORY
 
 
B-1
 
 
 
The Depository Trust Company
A subsidiary of the Depository Trust & Clearing Corporation
 
ISSUER LETTER OF REPRESENTATIONS
(To be completed by Issuer and Co-lssuer(s), if applicable)
 
Wells Fargo Commercial Mortgage Trust 2015-C28
(Name of Issuer and Co-lssuer(s), if applicable)
 
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
(Security Description, including series designation if applicable)
 
See Schedule B
(CUSIP Number(s) of the Securities)
   
 
May 21, 2015
 
(Date)
 
The Depository Trust Company
570 Washington Blvd, 4th FL
Jersey City, NJ 07310
Attention: Underwriting Department
 
Ladies and Gentlemen:
 
This letter sets forth our understanding with respect to the Securities represented by the CUSIP number(s) referenced above (the “Securities”). Issuer requests that The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC.
 
Issuer is: (Note: Issuer must represent one and cross out the other.)
 
[xxxxxxxxxx] [formed under the laws of]
   the State of New York
.
 
The DTC Clearing Participant See Rider 1 will distribute the Securities through DTC.
 
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time.
 
        
   
Very truly yours,
     
Note:
  
Wells Fargo Commercial Mortgage Trust 2015-C28
Schedule A contains statements that DTC
  
By: Wells Fargo Bank, National Association,
believes accurately describe DTC, the method
  
as Certificate Administrator
of effecting book-entry transfers of securities
  
(Issuer)
distributed through DTC, and certain related
    
matters.
  
By:
 /s/ Michael Baker            
   
(Authorized Officer’s Signature)
 
    
   
Michael Baker
   
(Print Name)
     
   
9062 Old Annapolis Road
   
(Street Address)
       
   
       Columbia     MD             USA                       21045
(dtcc logo)
 
  
             (City)               (State)                 (Country)                                (Zip Code)
 
443-367-3311
 
(Phone Number)
   
 
michael.j.baker@wellsfargo.com
 
(E-mail Address)
   
 
ILOR 06-2013
 
 
 
 
 
Schedule A
(To Issuer Letter of Representations)
 
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)
 
1.           The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.]
 
2.           DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
 
3.           Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.
 
4.           To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
 
ILOR 06-2013
 
 
 
 
 
Schedule A
(To Issuer Letter of Representations)
 
5.           Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.]
 
[6.          Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.]
 
7.           Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
 
8.           Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
 
[9.           A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.]
 
10.           DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.
 
11.           Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.
 
12.           The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
 
ILOR 06-2013
 
 
 
 
The Depository Trust Company
A subsidiary of the Depository Trust & Clearing Corporation
 
Representations for Rule 144A Securities
to be included in DTC Letter of Representations
 
Wells Fargo Commercial Mortgage Trust 2015-C28
 
Name of Issuer and Co-Issuer(s), if applicable
 
Commercial Mortgage Pass Through Certificates, Series 2015-C28
 
Security Description including series designation, if applicable
 
See Schedule C
CUSIP number(s) of the securities
 
1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the Securities were Legally or Contractually Restricted Securities,1 eligible for transfer under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class, and shall notify DTC promptly in the event that it is unable to do so. Issuer represents that it has agreed to comply with all applicable information requirements of Rule 144A.
 
2. Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant (“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents.
           
     
Very truly yours,
 
       
Wells Fargo Commercial Mortgage Trust 2015-C28
By: Wells Fargo Bank, National Association,
as Certificate Administrator
         
     
Issuer
           
       
By:
  /s/  Michael Baker
         
Authorized Officer’s Signature
           
       
Michael Baker     May 21, 2015
       
Print Name & Date
 
1 A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any public offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”
 
2 “Agent” shall be defined as Depositary, Trustee, Trust Company, Transfer Agent or Paying Agent as such definition applies in the DTC Letter of Representations to which this rider may be appended.
 
(dtcc logo)
     
   
144A Rider 06-2013
 
 
 

The Depository Trust Company
A subsidiary of the Depository Trust & Clearing Corporation
 
Representations for Regulation S Securities
to be included in DTC Letter of Representations
 
Wells Fargo Commercial Mortgage Trust 2015-C28
Name of Issuer and Co-Issuer(s) if applicable
 
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
Security Description including series designation if applicable
 
See Schedule D
CUSIP Number(s) of the Securities
 
1.           Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the Securities were Legally or Contractually Restricted Securities,1 and were eligible for transfer under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class, and shall notify DTC promptly in the event that it is unable to do so.
 
2.           Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant (“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents.
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
By: Wells Fargo Bank, National Association,
as Certificate Administrator
  
 
Issuer    
Co-Issuer, if applicable
           
By:
 /s/ Michael Baker  
By:
  
  Authorized Officer’s Signature    
Authorized Officer’s Signature
       
 
Michael Baker     May 21, 2015
      
Print Name & Date    
Print Name & Date
         
 
1 A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any public offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”
 
2 Agent shall be defined as Depositary, Trustee, Trust Company or Paying Agent as such definition applies in the DTC Letter of Representations to which this rider may be appended.
 
(dtcc logo)
 
   
Regulation S Rider 09-2013
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
SCHEDULE B:

Class
  
Public CUSIP
  
Public ISIN
A-1
  
94989JAW6
  
US94989JAW62
A-2
  
94989JAX4
  
US94989JAX46
A-3
  
94989JAY2
  
US94989JAY29
A-4
  
94989JAZ9
  
US94989JAZ93
A-SB
  
94989JBA3
  
US94989JBA34
A-S
  
94989JBB1
  
US94989JBB17
X-A
  
94989JBC9
  
US94989JBC99
B
  
94989JBE5
  
US94989JBE55
C
  
94989JBF2
  
US94989JBF21
PEX
  
94989JBG0
  
US94989JBG04
D
  
94989JBH8
  
US94989JBH86

 
SCHEDULE C:
 
Class
  
Rule 144A
CUSIP
  
Rule 144A
ISIN
X-E
  
94989JAA4
  
US94989JAA43
X-F
  
94989JAC0
  
US94989JAC09
X-G
  
94989JAE6
  
US94989JAE64
E
  
94989JAL0
  
US94989JAL08
F
  
94989JAN6
  
US94989JAN63
G
  
94989JAQ9
  
US94989JAQ94

 
Schedule D:
 
Class
  
Regulation S
CUSIP
  
Regulation S
ISIN
X-E
  
U95035AA6
  
USU95035AA67
X-F
  
U95035AB4
  
USU95035AB41
X-G
  
U95035AC2
  
USU95035AC24
E
  
U95035AF5
  
USU95035AF54
F
  
U95035AG3
  
USU95035AG38
G
  
U95035AH1
  
USU95035AH11

RIDER 1:
 
Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC
 
 
 
 

EXHIBIT C-1A
 
FORM OF TRANSFEROR CERTIFICATE
(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES
TO NON-QIB ACCREDITED INVESTORS)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the Transfer by _________________________ (the “Transferor”) to ________________ (the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you and for the benefit of the Trustee and the Depositor, that:
 
1.           The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever.
 
2.           Neither the Transferor nor anyone acting on its behalf has (a) offered, sold, pledged, or otherwise transferred any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security by means of general advertising or in any other manner or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the offer, sale, pledge or other transfer of any Transferred Certificate a violation of Section 5 of the Securities Act or any applicable state or foreign securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any applicable state or foreign securities laws.
 
 
C-1A-1
 
 
  Very truly yours,
   
  (Transferor)
     
 
By:
 
    Name:
    Title:
 
 
C-1A-2
 

EXHIBIT C-1B
 
FORM OF TRANSFEREE CERTIFICATE
(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES
TO NON-QIB ACCREDITED INVESTORS)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C28
______________________________
 
[TRANSFEROR]
______________________________
______________________________
______________________________
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the Transfer by ____________________________ (the “Transferor”) to __________________________ (the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:
 
 1.           The Transferee is acquiring interests in the Transferred Certificates for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, other than in accordance with the Pooling and Servicing Agreement in a manner which would not violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws.
 
 2.           The Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act or registered or qualified under any applicable state or foreign securities laws, (b) none of the Depositor, the Trustee or the Certificate Registrar is obligated so to register or qualify the Transferred Certificates and (c) neither the Transferred Certificates nor any security issued in exchange therefor or in lieu thereof may be reoffered, resold, pledged or otherwise transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state and
 
 
C-1B-1
 
 
foreign securities laws or (ii) offered, sold, pledged or otherwise transferred in transactions that are exempt from, or not subject to, such registration and qualification and the transferee has delivered either: (A) a certificate from the prospective transferor substantially in the form attached as Exhibit C-1A or as Exhibit C-2A to the Pooling and Servicing Agreement; (B) a certificate from the prospective transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Pooling and Servicing Agreement; or (C) an opinion of counsel satisfactory to the Certificate Registrar that the sale, pledge or other transfer may be made without registration under the Securities Act, together with written certification(s) as to the facts surrounding the transfer from the prospective transferor and/or prospective transferee upon which such opinion is based.
 
 3.           The Transferee understands that it may not offer, sell, pledge or otherwise transfer any Transferred Certificate, any security issued in exchange therefor or in lieu thereof or any interest in the foregoing except in compliance with the provisions of Section 5.02 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will bear the following legends:
 
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
 4.           Neither the Transferee nor anyone acting on its behalf has (a) offered, sold, pledged or otherwise transferred any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security by means of general advertising or in any other manner or (e) taken any other action with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Transferred Certificates under the Securities Act, would render the offer, sale, pledge or other transfer of any Transferred Certificate a
 
 
C-1B-2
 
 
violation of Section 5 of the Securities Act or any state or foreign securities laws, or would require registration or qualification of the Transferred Certificates pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security.
 
 5.           The Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all related matters, that it has requested.
 
 6.           The Transferee is an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act or an entity in which all of the equity owners come within such paragraphs.
 
 7.           The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.
 
  Very truly yours,
   
  (Transferee)
     
 
By:
 
    Name:
    Title:
 
 
C-1B-3
 
 
EXHIBIT C-2A
 
FORM OF TRANSFEROR CERTIFICATE
(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED
CERTIFICATES TO QIBs)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by __________ (the “Transferor”) to _________ (the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:
 
 1.           The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever.
 
 2.           Neither the Transferor nor anyone acting on its behalf has (a) offered, sold, pledged or otherwise transferred any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security by means of general advertising or in any other manner or (e) taken any other action with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), would render the offer, sale, pledge or other transfer of any Transferred Certificate a violation of Section 5 of the Securities Act or any applicable state or foreign securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any applicable state or foreign securities laws. The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security.
 
 
C-2A-1
 
 
 3.           The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act, purchasing for its own account or for the account of another person that is itself a Qualified Institutional Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any person acting on behalf of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee’s ownership and discretionary investments of securities (check one or more):
 
 
 ____
(a)
The Transferee’s most recent publicly available financial statements, which statements present the information as of a date within 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or
 
 
 ____
(b)
The most recent publicly available information appearing in documents filed by the Transferee with the Securities and Exchange Commission or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental agency or self-regulatory organization, which information is as of a date within 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or
 
 
 ____
(c)
The most recent publicly available information appearing in a recognized securities manual, which information is as of a date within 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or
 
 
 ____
(d)
A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the Transferee, specifying the amount of securities owned and invested on a discretionary basis by the Transferee as of a specific date on or since the close of the Transferee’s most recent fiscal year, or, in the case of a Transferee that is a member of a “family of investment companies”, as that term is defined in Rule 144A(a)(1)(iv), a certification by an executive officer of the investment adviser specifying the amount of securities owned by the “family of investment companies” as of a specific date on or since the close of the Transferee’s most recent fiscal year.
 
 4.           The Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional Buyer:
 
 (a)           the following instruments and interests shall be excluded: securities of issuers that are affiliated with such entity; securities that are part of an unsold allotment to or subscription by such entity, if such entity is a dealer; securities of issuers that are part of such entity’s “family of investment companies”, if such entity is a registered investment company; bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps;
 
 (b)           the aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities may be valued at market;
 
 
C-2A-2
 
 
 (c)           securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.
 
 5.           The Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
 
 6.           The Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all related matters, that the Transferee has requested.
 
  Very truly yours,
   
  (Transferor)
     
 
By:
 
    Name:
    Title:
 
 
C-2A-3
 

EXHIBIT C-2B
 
FORM OF TRANSFEREE CERTIFICATE
(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES
TO QIBs)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C28
______________________________
 
[TRANSFEROR]
______________________________
______________________________
______________________________
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the Transfer by ______________ (the “Transferor”) to _______________ (the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:
 
 1.           The Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”) and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer to it of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee is purchasing the Transferred Certificates for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred Certificates may be reoffered, resold, pledged or otherwise transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the reoffer, resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act, and (iii) in either case, in compliance with applicable state and foreign securities laws.
 
 
C-2B-1
 
 
 2.           The Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all related matters, that it has requested.
 
  Very truly yours,
   
  (Transferee)
     
 
By:
 
    Name:
    Title:
 
 
C-2B-2
 
 
ANNEX 1 TO EXHIBIT C-2B
 
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
 
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate Registrar], as Certificate Registrar, with respect to the mortgage pass-through certificates being Transferred (the “Transferred Certificates”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:
 
 1.            As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”).
 
 2.            The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) [the Transferee] [each of the Transferee’s equity owners] owned and/or invested on a discretionary basis $______________1 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (or a specified date since the end of such Transferee’s most recent fiscal year) (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.
 
 
 ___
Corporation, etc. The Transferee is a corporation (other than a domestic or foreign bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.
 
 
 ___
Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution and (b) has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. bank, and not more than 18 months preceding such date of sale in the case of a foreign bank or equivalent institution.
 
 
 ___
Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale in the case of a foreign savings and loan association or equivalent institution.
 
 
 ___
Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
 
1      Transferee or each of its equity owners must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee or any such equity owner, as the case may be, is a dealer, and, in that case, Transferee or such equity owner, as the case may be, must own and/or invest on a discretionary basis at least $10,000,000 in securities.
 
 
C-2B-3
 
 
 
 ___
Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.
 
 
 ___
State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
 
 
 ___
ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
 
 
 ___
Investment Adviser. The Transferee is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
 
 
 ___
QIB Subsidiary. All of the Transferee’s equity owners are “qualified institutional buyers” within the meaning of Rule 144A.
 
 
 ___
Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)
 
 
 
 
 
 
 
 
 
 
 
 3.            For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an unsold allotment to or subscription by such Person, if such Person is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement, and (vii) currency, interest rate and commodity swaps.
 
 4.            For purposes of determining the aggregate value of securities owned and/or invested on a discretionary basis by any Person, the Transferee used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under such Person’s direction. However, such securities were not included if such Person is a majority-owned, consolidated subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934, as amended.
 
 5.            The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee may be in reliance on Rule 144A.
 
 ___           ___         Will the Transferee be acquiring interests in the Transferred Certificates only for the Transferee’s own account?
 Yes           No           
 
 
C-2B-4
 
 
 6.            If the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in a Transferred Certificate for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.
 
 7.            The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute a reaffirmation of this certification as of the date of such acquisition. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such acquisition, promptly after they become available.
 
 8.            Capitalized terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates were issued.
 
  [TRANSFEREE]
     
 
By:
 
    Name:
    Title:
    Date:
 
C-2B-5
 
 
ANNEX 2 TO EXHIBIT C-2B
 
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
 
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate Registrar], as Certificate Registrar, with respect to the mortgage pass-through certificate being Transferred (the “Transferred Certificates”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:
 
 1.            As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined in paragraph 3 below), is an executive officer of the investment adviser (the “Adviser”).
 
 2.            The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000, in securities (other than the excluded securities referred to in paragraph 4 below) as of the end of the Transferee’s most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market.
 
 
 ___
The Transferee owned and/or invested on a discretionary basis $___________ in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
 
 
 ___
The Transferee is part of a Family of Investment Companies which owned in the aggregate $___________ in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
 
3.             The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority-owned subsidiaries of the same parent or because one investment adviser is a majority-owned subsidiary of the other).
 
4.             The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement, and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies, the securities referred to in this paragraph were excluded.
 
5.             The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee will be in reliance on Rule 144A.
 
 
C-2B-6
 
 
 ___           ___           Will the Transferee be acquiring interests in the Transferred Certificates only for the Transferee’s own account?
 Yes           No           
 
 6.            If the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in the Transferred Certificates for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.
 
 7.            The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such acquisition.
 
 8.            Capitalized terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates were issued.
 
  Print Name of Transferee or Advisor
     
 
By:
 
    Name:
    Title:
     
  IF AN ADVISOR:
     
  Print Name of Advisor
   
  Date:
 
C-2B-7
 

EXHIBIT C-3A
 
FORM OF TRANSFEROR CERTIFICATE
(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES
UNDER REGULATION S)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by ____________ (the “Transferor”) to ________________ (the “Transferee”) through our respective Depository Participants of the Transferor’s beneficial ownership interest (currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Trustee and the Depositor, that:
 
1.           The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever.
 
2.          At the time the buy order was originated, the Transferor reasonably believed that the Transferee was outside the United States, its territories and possessions.
 
3.           If the Transferor is a “distributor” within the meaning of Rule 902(d) of Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Transferred Certificates, or an affiliate of such a distributor or of the Depositor, or a person acting on behalf of such a distributor, the Depositor or any affiliate of such distributor or of the Depositor, then:
 
 (a)         the sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States, its territories and possessions;
 
 
C-3A-1
 
 
 (b)           no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in the United States, its territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates, or any person acting on behalf of any of the foregoing;
 
 (c)          all offers and sales, if any, of the Transferred Certificates by or on behalf of the Transferor prior to the expiration of the distribution compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, have been and will be made only in accordance with the provisions of Rule 903 of Regulation S, pursuant to registration of the Transferred Certificates under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act, and, in either case, in compliance with applicable state and foreign securities laws;
 
 (d)          all offering materials and documents (other than press releases), if any, used in connection with offers and sales of the Transferred Certificates by or on behalf of the Transferor prior to the expiration of the distribution compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, complied with the requirements of Rule 902(g)(2) of Regulation S; and
 
 (e)          if the Transferee is a distributor, a dealer or a person receiving a selling concession, a fee or other remuneration and the offer or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day distribution compliance period, the Transferor has sent a confirmation or other notice to the Transferee that the Transferee is subject to the same restrictions on offers and sales that apply to a distributor.
 
4.           If the Transferor is not a distributor with respect to the Transferred Certificates or an affiliate of such a distributor or of the Depositor or acting on behalf of such a distributor, the Depositor or any affiliate of such a distributor or of the Depositor, then:
 
 (a)          the sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through the facilities of a designated offshore securities market described in Rule 902(b) of Regulation S and in compliance with applicable state and foreign securities laws, and neither the Transferor nor anyone acting on its behalf knows that such transaction has been prearranged with a buyer in the United States, its territories and possessions;
 
 (b)           no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in the United States, its territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates, or any person acting on behalf of any of the foregoing;
 
 (c)          if the Transferee is a dealer or a person receiving a selling concession, a fee or other remuneration in respect of the Transferred Certificates and the offer or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day distribution compliance period, the Transferor has sent a confirmation or other notice to the Transferee stating that the Transferred Certificates may be offered and sold during the distribution compliance period only in accordance with the provisions of Regulation S, pursuant to registration of the Transferred Certificates under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and, in either case, in compliance with applicable state and foreign securities laws.
 
  Very truly yours,
   
  (Transferor)
     
 
By:
 
    Name:
    Title:
 
 
C-3A-2
 
 
EXHIBIT C-3B
 
FORM OF TRANSFEREE CERTIFICATE
(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES UNDER REGULATION S)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113
Attention:  Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-C28
______________________________
[TRANSFEROR]
______________________________
______________________________
______________________________
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the Transfer by ____________ (the “Transferor”) to ___________ (the “Transferee”) through our respective Depository Participants of the Transferor’s beneficial ownership interest (currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Trustee and the Depositor, that:
 
1.           The Transferee is not a United States Securities Person.  For purposes of this certification, “United States Securities Person” means (i) any natural person resident in the United States (for purposes of this paragraph 1, “United States” means the United States, its territories and possessions, any State of the United States, and the District of Columbia), (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a United States Securities Person, other than any estate of which any professional fiduciary acting as executor or administrator is a United States Securities Person if an executor or administrator of the estate who is not a United States Securities Person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iv) any trust of which any trustee is a United States Securities Person, other than a trust of which any professional fiduciary acting as trustee is a United States Securities Person if a trustee who is not a United States Securities Person has sole or shared
 
 
C-3B-1
 
 
investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a United States Securities Person, (v) any agency or branch of a foreign entity located in the United States, (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Securities Person, (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States, other than one held for the benefit or account of a non-United States Securities Person by a dealer or other professional fiduciary organized, incorporated or (if any individual) resident in the United States, (viii) any partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed by a United States Securities Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by “accredited investors”, as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”), who are not natural persons, estates or trusts; provided, however, that (A) any agency or branch of a United States Securities Person located outside the United States which operates for valid business reasons and is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located, and (B) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans, any other similar international organization, their agencies, affiliates and pension plans, shall not constitute United States Securities Persons.
 
2.           The Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act or registered or qualified under any applicable state or foreign securities laws, (b) none of the Depositor, the Trustee or the Certificate Registrar is obligated so to register or qualify the Class of Certificates to which the Transferred Certificates belong and (c) no interest in the Transferred Certificates nor any security issued in exchange therefor or in lieu thereof may be reoffered, resold, pledged or otherwise transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state or foreign securities laws or (ii) reoffered, resold, pledged or otherwise transferred in transactions which are exempt from such registration and qualification.
 
3.           The Transferee understands that it may not reoffer, resell, pledge or otherwise transfer any Transferred Certificate, any security issued in exchange therefor or in lieu therefor or any interest in the foregoing except in compliance with the provisions of Section 5.02 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will bear the following legends:
 
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION.  ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF,
 
 
C-3B-2
 
 
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
 
 
Very truly yours,
  
     
 
(Transferee)
  
       
 
By:
   
    Name:  
    Title:  
 
 
 
C-3B-3
 
 
EXHIBIT D-1
 
FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
(NON-INVESTMENT GRADE CERTIFICATES HELD IN PHYSICAL FORM)
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113
Attention:
Corporate Trust Services-Wells Fargo Commercial Mortgage Trust 2015-C28
[OR OTHER CERTIFICATE REGISTRAR]
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Class __ Certificates [having an initial aggregate Certificate [Principal Balance] [Notional Amount] as of May 21, 2015 (the “Closing Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of May 1, 2015 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 Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you as Certificate Registrar, as follows (check the applicable paragraph):
 
___
1.         The Transferee is neither (A) a retirement plan or other employee benefit plan or arrangement, including an individual retirement account or annuity, a Keogh plan or a collective investment fund or separate account, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including an insurance company general account, that is subject to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing the Transferred Certificates on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan;
 
___
2.         The Transferred Certificates are not Class R or Class V Certificates, and the Transferee is using funds from an insurance company general account to acquire the Transferred Certificates, and the purchase and holding of such Certificates by such Person are exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95 60; or
 
___
3.         (I) The Transferred Certificates are Class ___ Certificates, an interest in which is being acquired by or on behalf of a Plan in reliance on the prohibited transaction exemption (as amended) issued by the U.S. Department of Labor to Wells Fargo Securities, LLC (Prohibited Transaction Exemption 96-22) (as amended by Prohibited Transaction Exemption 2013-08), (II) such Transferred Certificates have an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited investor” as
 
 
D-1-1
 
 
 
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees to which it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph 1 above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee satisfies the requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a written agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.
 
 
Very truly yours,
  
     
 
[TRANSFEREE]
  
       
 
By:
   
    Name:  
    Title:  
 
 
 
D-1-2
 
 
EXHIBIT D-2
 
FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
(CERTIFICATES HELD IN BOOK-ENTRY FORM)
 
[Date]
 
[TRANSFEROR]
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Class __ Certificates [having an initial aggregate [Principal Balance] [Notional Amount] as of May 21, 2015 (the “Closing Date”) of $__________] (the “Transferred Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the Transfer by ______________________ (the “Transferor”) to _________________ (the “Transferee”) through our respective DTC Participants of the Transferor’s beneficial ownership interest (currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), 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 Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you as follows (check the applicable paragraph):
 
___
1.          The Transferee is neither (A) a retirement plan, an employee benefit plan or other retirement arrangement, including an individual retirement account or annuity, a Keogh plan or a collective investment fund or separate account, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including an insurance company general account, that is subject to Section 406 of ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing an interest in the Transferred Certificates on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan;
 
___
2.          The Transferee is using funds from an insurance company general account to acquire an interest in the Transferred Certificates, and the purchase and holding of such interest by such Person are exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60; or
 
___
3.          (I) The Transferred Certificates are Class __ Certificates, an interest in which is being acquired by or on behalf of a Plan in reliance on the prohibited transaction exemption (as amended) issued by the U.S. Department of Labor to Wells Fargo Securities, LLC (Prohibited Transaction Exemption 96-22) (as amended by Prohibited Transaction Exemption 2013-08), (II) such Transferred Certificates have an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees to which it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph 1 above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee satisfies the
 
 
D-2-1
 
 
 
requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a written agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.
 
 
[TRANSFEREE]
  
       
 
By:
   
    Name:  
    Title:
 
 
D-2-2
 
 
EXHIBIT E-1
 
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
FOR TRANSFERS OF CLASS R CERTIFICATES
 
TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Series 2015-C28 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), 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 Wilmington Trust, National Association, as Trustee
 
STATE OF    )  
   ) ss.:
COUNTY OF      )  
 
 I, [________], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being first sworn, depose and say that:
 
 1.           I am the [________] of [________] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.
 
 2.           The Purchaser is acquiring Class R Certificates representing [___]% of the residual interest in each of the real estate mortgage investment conduits (each, a “REMIC”) designated as “REMIC I”, “REMIC II” and “REMIC III”, respectively, relating to the Certificates for which an election has been or is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).
 
 3.           The Purchaser is a Permitted Transferee (as defined in the Pooling and Servicing Agreement) and the Purchaser’s U.S. taxpayer identification number is __________.  The Purchaser is not a “Disqualified Organization” (as defined in the Pooling and Servicing Agreement), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a person that is not a Permitted Transferee or to a Disqualified Organization.  For the purposes hereof, a Disqualified Organization is 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 the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing, (iii) 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.
 
 
E-1-1
 
 
4.           The Purchaser is not a foreign permanent establishment or a 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.
 
5.           The Purchaser will not cause the income from the Class R Certificates to be attributable to 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.
 
6.           The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.
 
7.           No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.
 
8.           [Check the statement that applies]
 
●
If the Transferor requires the safe harbor under Treasury Regulations Section 1.860E-1 to apply:
 
___        a.           In accordance with Treasury Regulations Section 1.860E-1, the Purchaser (i) is an “eligible corporation” as defined in Section 1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the income of Class R Certificates will only be subject to taxation in the United States, (ii) has, and has had in each of its two preceding fiscal years, gross assets for financial reporting purposes (excluding any obligation of a person related to the transferee within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury Regulations or any other assets if a principal purpose for holding or acquiring such asset is to satisfy this condition) in excess of $100 million and net assets of $10 million, and (iii) hereby agrees only to transfer the Certificate to another corporation meeting the criteria set forth in Treasury Regulations Section 1.860E-1;
 
or
 
___        b.          The Purchaser is a United States Tax Person and the consideration paid to the Purchaser for accepting the Class R Certificates is greater than the present value of the anticipated net federal income taxes and tax benefits (“Tax Liability Present Value”) associated with owning such Certificates, with such present value computed using a discount rate equal to the “Federal short-term rate” prescribed by Section 1274 of the Code as of the date hereof or, to the extent it is not, if the Transferee has asserted that it regularly borrows, in the ordinary course of its trade or business, substantial funds from unrelated third parties at a lower interest rate than such applicable federal rate and the consideration paid to the Purchaser is greater than the Tax Liability Present Value using such lower interest rate as the discount rate, the transactions with the unrelated third party lenders, the interest rate or rates, the date or dates of such transactions, and the maturity dates or, in the case of adjustable rate debt instruments, the relevant adjustment dates or periods, with respect to such borrowings, are accurately stated in Exhibit A to this letter.
 
●
If the Transferor does not require the safe harbor under Treasury Regulations Section 1.860E-1 to apply:
 
___        c.          None of the above.
 
9.           The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.
 
10.         The Purchaser understands that it may incur tax liabilities with respect to the Class R Certificates in excess of any cash flows generated by such Certificates.
 
 
E-1-2
 
 
11.         The Purchaser will not transfer the Class R Certificates to any person or entity as to which the Purchaser has not received an affidavit substantially in the form of this affidavit or to any person or entity as to which the Purchaser has actual knowledge that the requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity with respect to which the Purchaser has not (at the time of such Transfer) satisfied the requirements under the Code to conduct a reasonable investigation of the financial condition of such person or entity (or its current beneficial owners if such person or entity is classified as a partnership under the Code).
 
12.         The Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the prohibition against transferring the Class R Certificates to a Disqualified Organization, an agent thereof or a person that does not satisfy the requirements of paragraphs 7 and 9.
 
13.         The Purchaser consents to the designation of the Tax Administrator as the agent of the Tax Matters Person of the REMIC I, REMIC II and REMIC III pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.
 
Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___ day of  ________________.
 
 
By:
   
    Name:  
    Title:  
 
Personally appeared before me [__] known or proved to me to be the same person who executed the foregoing instrument and to be a [__] of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and as the free act and deed of the Purchaser.
 
Subscribed and sworn before me this
____ day of _______________.
 
__________________________________________
Notary Public
 
 
E-1-3
 
 
EXHIBIT E-2
 
FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
CLASS R CERTIFICATES
 
[Date]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113
Attention:
Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-C28
[OR OTHER CERTIFICATE REGISTRAR]
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Class R Certificates, evidencing a ____% Percentage Interest in such Class (the “Residual Interest Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of May 1, 2015 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 Wilmington Trust, National Association, as Trustee. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you as Certificate Registrar, as follows:
 
1.           No purpose of the Transferor relating to the transfer of the Residual Interest Certificates by the Transferor to the Transferee is or will be to impede the assessment or collection of any tax.
 
2.           The Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement as Exhibit E-1.  The Transferor does not know or believe that any representation contained therein is false.
 
3.           The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee (or the beneficial owners of the Transferee if the Transferee is classified as a partnership under the Code) as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due in the future.  The Transferor understands that the transfer of the Residual Interest Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.
 
 
Very truly yours,
  
       
 
By:
   
    (Transferor)  
    Name:  
    Title:  
       
 
 
E-2-1
 
 
EXHIBIT F-1
 
FORM OF MASTER SERVICER REQUEST FOR RELEASE
 
[Date]
 
Wells Fargo Bank, National Association
1055 10th Avenue SE
Minneapolis, Minnesota 55414
Attention:  WFCM 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association as master servicer (in such capacity, the “Master Servicer”), as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as Master Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below.
 
Property Name:
Address:
Loan No.:
 
If only particular documents in the Mortgage File are requested, please specify which:
 
Reason for requesting Mortgage File (or portion thereof):
 
______
1.          Mortgage Loan paid in full.  The undersigned hereby certifies that all amounts received in connection with the Mortgage Loan that are required to be credited to the [Collection Account] [[and the] Serviced Pari Passu Companion Loan Custodial Account] pursuant to the Pooling and Servicing Agreement, have been or will be so credited.
 
______
 2.         Other.                (Describe)
  
 
  
  
 
The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently.
 
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.
 
 
[__________________________],
  
 
as the Master Servicer
  
       
 
By:
   
    Name:  
    Title:  
       
 
 
F-1-1
 
 
EXHIBIT F-2
 
FORM OF SPECIAL SERVICER REQUEST FOR RELEASE
 
[Date]
 
 
Wells Fargo Bank, National Association
1055 10th Avenue SE
Minneapolis, Minnesota 55414
Attention:  WFCM 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below.
 
Property Name:
Address:
Loan No.:
 
If only particular documents in the Mortgage File are requested, please specify which:
 
Reason for requesting Mortgage File (or portion thereof):
 
______
1.
The Mortgage Loan is being foreclosed.
 
______
2.
Other.  (Describe)
 
The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently.
 
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.
 
 
[__________________________],
  
 
as Special Servicer
  
       
 
By:
   
    Name:  
    Title:
 
 
F-2-1
 
 
EXHIBIT F-3A
 
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS
 
[Date]
 
Wells Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127-023
New York, New York 10152
Attention:  A.J. Sfarra
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”)
 
Ladies and Gentlemen:
 
 This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), 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 Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:
 
1.           The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.
 
2.           Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.
 
 
Very truly yours,
  
       
 
By:
   
    Name:  
    Title:  
       
 
 
F-3A-1
 
 
EXHIBIT F-3B
 
FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS
 
[Date]
 
Wells Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127-023
New York, New York  10152
Attention:  A.J. Sfarra
 
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
MAC D1086 120, 550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention: WFCM 2015-C28 Asset Manager
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”)
 
Ladies and Gentlemen:
 
 This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), 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 Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that:
 
1.           The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.
 
2.           The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement.
 
3.           The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.
 
 
F-3B-1
 
 
4.           Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right pursuant thereto.  The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security.
 
5.           The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the Mortgage Loans, and (e) all related matters that it has requested.
 
6.           The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs.  The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.
 
7.           The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’ auditors, legal counsel and regulators.
 
8.           The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.
 
 
Very truly yours,
  
       
 
By:
   
    Name:  
    Title:  
     
 
 
F-3B-2
 
 
EXHIBIT G-1
 
FORM OF DISTRIBUTION DATE STATEMENT
 
 
G-1-1
 
 
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15  
                     
DISTRIBUTION DATE STATEMENT
Table of Contents
                     
     
 
STATEMENT SECTIONS
 
PAGE(s)
        
                 
     
Certificate Distribution Detail
2
        
     
Certificate Factor Detail
3
        
     
Exchangeable Class Detail
 4        
     
Reconciliation Detail
5
        
     
Other Required Information
6
        
     
Cash Reconciliation Detail
7
        
     
Current Mortgage Loan and Property Stratification Tables
8-10
        
     
Mortgage Loan Detail
11
        
     
NOI Detail
12
        
       
Principal Prepayment Detail
13
        
     
Historical Detail
14
        
     
Delinquency Loan Detail
15
        
     
Specially Serviced Loan Detail
16-17
        
     
Advance Summary
18
        
     
Modified Loan Detail
19
        
     
Historical Liquidated Loan Detail
20
        
     
Historical Bond / Collateral Loss Reconciliation
21
        
     
Interest Shortfall Reconciliation Detail
22-23
        
     
Defeased Loan Detail
24
        
       
Supplemental Reporting
25
 
        
                   
                 
 
Depositor
  
Master Servicer
  
Special Servicer
    
Trust Advisor
  
                 
     Wells Fargo Commercial Mortgage      Wells Fargo Bank, National Association  
   Midland Loan Services
  
   Pentalpha Surveillance LLC
  
 
   Securities, Inc.
      
   A Division of PNC Bank, N.A.
  
   375 North French Road
  
 
   375 Park Avenue
      550 S. Tryon Street, 14th Floor      10851 Mastin Street, Building 82  
   Suite 100
  
 
   2nd Floor, J0127-23
  
   Charlotte, NC 28202
  
   Overland Park, KS 66210
      Amherst, NY 14228  
     New York, NY 10152              
         Contact:           
     Contact:     Anthony.Sfarra@wellsfargo.com         REAM_InvestorRelations@wellsfargo.com  
   Contact:  Heather Wagner
      Contact:  Don Simon  
     Phone Number:  (212) 214-5613      Phone Number:   (866) 898-1615  
   Phone Number:  (913) 253-9570
      Phone Number:       (203) 660-6100  
 
 
This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.
 
Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted.  For information or assistance please call 866-846-4526.
 
  
 
 
Page 1 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates
 
Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15  
     
   Certificate Distribution Detail
 
  
 
  Class (1)
    
CUSIP
    
Pass-Through
Rate
    
Original
Balance
    
Beginning
Balance
    
Principal
Distribution
    
Interest
Distribution
    
Prepayment
Premium
    
Realized Loss/
Additional Trust
 Fund Expenses
    
Total
Distribution
    
Ending
Balance
    
Current
Subordination 
Level (2)
  
 
A-1
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
A-2
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
A-3
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
  
 
A-4
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
A-SB
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
A-S
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
B
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
C
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
D
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
  E          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
  F          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
  G          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
  V          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
R
          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
Totals
                
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00 
 
 
  
                    
 
Class
    
CUSIP
    
Pass-Through
Rate
    
Original
Notional
Amount
    
Beginning
Notional
Amount
    
Interest
Distribution
    
Prepayment
Premium
    
Total
Distribution
    
Ending
Notional
Amount
        
  X-A          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
        
   X-E          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
        
   X-F          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
        
   X-G          
0.000000%
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
        
 
(1) The balances of the Class A-S, Class B, Class C certificates represent the balance of their respective Regular Interest, as detailed in the Pooling and Servicing Agreement.  A portion of these classes may be exchanged and held in Class PEX.  For details on the current status and payments of Class PEX, see page 4.
  
 
(2) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
           
 
 
Page 2 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
     
 
Certificate Factor Detail
 
  
 
Class
    
CUSIP
    
Beginning
Balance
    
Principal
Distribution
    
Interest
Distribution
    
Prepayment
Premium
    
Realized Loss/
Additional Trust
Fund Expenses
    
Ending
Balance
  
 
A-1
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
A-2
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
A-3
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
A-4
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
  A-SB          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
  A-S          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
B
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
C
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
PEX
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
D
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
E
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
  F          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
 
 
G
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
  
  V          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
  
  R          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000  
  
     
 
Class
    
CUSIP
    
Beginning
Notional
Amount
    
Interest
Distribution
    
Prepayment
Premium
    
Ending
Notional
Amount
      
 
X-A
          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
      
  X-E          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
      
  X-F          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
      
  X-G          
0.00000000
    
0.00000000
    
0.00000000
    
0.00000000
      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
Page 3 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
     
 
Exchangeable Class Detail
  
 
 
                                            
   
Class\
Component
   CUSIP Pass-Through
Rate		 Original Balance Beginning Balance Principal Distribution Interest
Distribution		 Prepayment Premium Realized Loss / Additional Trust Fund Expenses Total Distribution Ending
Balance		    
         
   
A-S Regular Interest Breakdown
    
   
A-S (Cert)
    
 
  
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
   
A-S (Pex)
    
 
  
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
   
Totals
    
 
  
 
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
         
   
B Regular Interest Breakdown
    
   
B (Cert)
    
 
  
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
   
B (Pex)
    
 
  
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
   
Totals
    
 
  
 
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
         
   
C Regular Interest Breakdown
    
   
C (Cert)
        
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
    
   
C (Pex)
    
 
  
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
   
Totals
        
 
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00  
   
                                                   
           
   
Class PEX Detail
 
      
   
Class\
Component
   CUSIP Pass-Through
Rate		 Original Balance Beginning Balance Principal Distribution Interest
Distribution		 Prepayment Premium Realized Loss / Additional Trust Fund Expenses Total Distribution Ending
Balance		    
    PEX        
0.000000%
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
  
0.00
    
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
 
 
Page 4 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
     
 
Reconciliation Detail
  
 
  Principal Reconciliation
                                            
       
Stated Beginning Principal
Balance
    
Unpaid Beginning
Principal Balance
    
Scheduled Principal
    
Unscheduled
Principal
    
Principal
Adjustments
    
Realized Loss
    
Stated Ending
Principal Balance
    
Unpaid Ending
Principal Balance
    
Current Principal
Distribution Amount 
 
 
Total
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
 
Certificate Interest Reconciliation
 
  
 
Class
    
Accrual
Dates
    
Accrual
Days
    
Accrued
Certificate
Interest
    
Net Aggregate
Prepayment
Interest Shortfall
    
Distributable
Certificate
Interest
    
Distributable
Certificate Interest
Adjustment
    
WAC CAP
Shortfall
    
Additional
Trust Fund
Expenses
    
Interest
Distribution
    
Remaining Unpaid
Distributable
Certificate Interest 
 
 
A-1
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
A-2
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
A-3
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
A-4
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
A-SB
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
A-S
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
X-A
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
X-E
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
X-F
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
X-G
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
B
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
C
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
D
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
  E    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
  F    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
G
    
0
    
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
Totals
          
0
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
Page 5 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                                     
   
Other Required Information
  
                                       
                                       
   
Available Distribution Amount (1)
  
   0.00
        
                       
                       
   
 
                  
   
Current LIBOR
   0.00%              
   
Next Month’s LIBOR                                          
  
0.00%
              
   
 
  
 
                              
   
 
  
 
    
Appraisal Reduction Amount
      
             
Loan
Number
    
Appraisal
Reduction
Effected
    
Cumulative
ASER
Amount
    
Most Recent
App. Red.
Date
      
                                       
                                       
                                       
                                       
                                       
                                       
                                       
   
 
                                  
   
 
                                  
   
 
                                  
                                       
   
 
                                  
                                       
                                       
             
 
                        
              Total                        
   
 
(1) The Available Distribution Amount includes any Prepayment Premiums.
                              
                                       
                                   
 
 
Page 6 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                       
 
Cash Reconciliation Detail
 
                       
 
Total Funds Collected
          
Total Funds Distributed
        
 
Interest:
          
Fees:
        
 
Interest paid or advanced
  
0.00
      
Master Servicing Fee - Wells Fargo Bank, N.A.
  
0.00
    
 
Interest reductions due to Non-Recoverability Determinations
  
0.00
      
Trustee Fee -  Wilmington Trust, N.A.
  
0.00
    
 
Interest Adjustments
  
0.00
      
Certificate Administration Fee - Wells Fargo Bank, N.A.
  
0.00
    
 
Deferred Interest
  
0.00
      
CREFC Royalty License Fee
  
0.00
    
 
Net Prepayment Interest Shortfall
  
0.00
      
Trust Advisor Fee - Pentalpha Surveillance, LLC
  
0.00
    
 
Net Prepayment Interest Excess
  
0.00
      
Total Fees
  
 
0.00
  
 
Extension Interest
  
0.00
      
Additional Trust Fund Expenses:
        
 
Interest Reserve Withdrawal
  
0.00
                
 
Total Interest Collected
    
0.00
    
Reimbursement for Interest on Advances
  
0.00
    
             
ASER Amount
  
0.00
    
 
Principal:
          
Special Servicing Fee
  
0.00
    
 
Scheduled Principal
  
0.00
      
Rating Agency Expenses
  
0.00
    
 
Unscheduled Principal
  
0.00
      
Attorney Fees & Expenses
  
0.00
    
 
Principal Prepayments
  
0.00
      
Bankruptcy Expense
  
0.00
    
 
Collection of Principal after Maturity Date
  
0.00
      
Taxes Imposed on Trust Fund
  
0.00
    
 
Recoveries from Liquidation and Insurance Proceeds
  
0.00
      
Non-Recoverable Advances
  
0.00
    
 
Excess of Prior Principal Amounts paid
  
0.00
      
Other Expenses
  
0.00
    
 
Curtailments
  
0.00
      
Total Additional Trust Fund Expenses
    
0.00
  
 
Negative Amortization
  
0.00
                
 
Principal Adjustments
  
0.00
      
Interest Reserve Deposit
    
0.00
  
 
Total Principal Collected
  
 
   0.00              
 
 
    
 
    
Payments to Certificateholders & Others:
        
 
Other:
          
Interest Distribution
  
0.00
    
 
Prepayment Penalties/Yield Maintenance
  
0.00
      
Principal Distribution
  
0.00
    
 
Repayment Fees
  
0.00
      
Prepayment Penalties/Yield Maintenance
  
0.00
    
 
Borrower Option Extension Fees
  
0.00
      
Borrower Option Extension Fees
  
0.00
    
 
Equity Payments Received
  
0.00
      
Equity Payments Paid
  
0.00
    
 
Net Swap Counterparty Payments Received
  
0.00
      
Net Swap Counterparty Payments Paid
   0.00    
 
Total Other Collected
  
 
   0.00    
Total Payments to Certificateholders & Others
    
0.00
  
 
Total Funds Collected
    
0.00
    
Total Funds Distributed
    
0.00
  
                       
 
 
Page 7 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                                 
 
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
  
                                 
 
Scheduled Balance
  
State (3)
  
         
 
Scheduled
Balance
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
State
# of
Props.
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
 
Totals
              
Totals
              
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
 
 
  
 
  
                                 
                                 
 
 
  
                                 
 
 
Page 8 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                                 
 
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
  
                                 
 
Debt Service Coverage Ratio
  
Property Type (3)
  
         
 
Debt Service
Coverage Ratio
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
Property Type
# of
Props.
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
 
Totals
              
Totals
              
                                 
                                 
 
Note Rate
  
Seasoning
  
                                 
 
Note
Rate
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
Seasoning
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
 
Totals
              
Totals
              
                                 
 
See footnotes on last page of this section.
  
                                 
                                 
 
 
Page 9 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                                 
 
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
  
                                 
 
Anticipated Remaining Term (ARD and Balloon Loans)
  
Remaining Stated Term (Fully Amortizing Loans)
  
         
 
Anticipated Remaining
Term (2)
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
Remaining Stated
Term
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
                                 
                                 
                                 
                                 
                                 
                                 
 
Totals
              
Totals
              
                                 
 
Remaining Amortization Term (ARD and Balloon Loans)
  
Age of Most Recent NOI
  
                                 
 
Remaining Amortization
Term
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
Age of Most
Recent NOI
# of
loans
Scheduled
Balance
% of
Agg.
Bal.
WAM
(1)
WAC
Weighted
Avg DSCR (2)
  
                                 
                                 
                                 
                                 
                                 
                                 
 
Totals
              
Totals
              
                                 
 
(1)  Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and
the maturity date.
  
 
(2) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.
  
 
(3)The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File.  To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure.  The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure.  Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
  
     
                                 
                                 
 
 
Page 10 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
       
 
  Mortgage Loan Detail
 
    
 
Loan
Number
    
ODCR
    
Property
Type (1)
    
City
    
State
    
Interest
Payment
    
Principal
Payment
    
Gross
Coupon
    
Anticipated
Repayment
Date
    
Maturity
Date
    
Neg.
Amort
(Y/N)
    
Beginning
Scheduled
Balance
    
Ending
Scheduled
Balance
    
Paid
Thru
Date
    
Appraisal
Reduction
Date
    
Appraisal
Reduction
Amount
    
Res.
Strat.
(2)
    
Mod.
Code
(3)
    
                                                 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                          
                                                                                                             
 
Totals
                                                                                                          
                                                           
 
(1) Property Type Code
  
(2) Resolution Strategy Code       
  
    (3) Modification Code
    
                                                           
 
MF
-
Multi-Family
  
OF
-
Office
  
1 
-
Modification
  
6 
-
DPO
  
10 
-
Deed in Lieu Of
  
1  
-
 Maturity Date Extension
  
6  
-
Capitalization of Interest
  
 
RT
-
Retail
  
MU 
-
Mixed Use
  
2
-
Foreclosure
  
7
-
REO
      
   Foreclosure
  
2
-
 Amortization Change
  
7
-
Capitalization of Taxes
  
 
HC
-
Health Care
  
LO
-
Lodging
  
3
-
Bankruptcy
  
8
-
Resolved
  
11
-
Full Payoff
  
3
-
 Principal Write-Off
  
8
-
Principal Write-Off
  
 
IN
-
Industrial
  
SS
-
Self Storage
  
4
-
Extension
  
9
-
Pending Return
  
12
-
Reps and Warranties
  
4
-
 Blank
  
9
-
Combination
  
 
WH 
-
Warehouse
  
OT
-
Other
  
5
-
Note Sale
      
  to Master Servicer
  
13
-
Other or TBD
  
5
-
 Temporary Rate Reduction
            
 
MH
-
Mobile Home Park
                                                    
                     
 
 
                                    
 
 
Page 11 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                       
 
NOI Detail
  
                       
 
Loan
Number
ODCR
Property
Type
City
State
Ending
Scheduled
Balance
Most
Recent
Fiscal NOI
Most
Recent
NOI
Most Recent
NOI Start
Date
Most Recent
NOI End
Date
  
   





















 
 
 
 
               
 
Total
                
 
 
 
  
 
 
Page 12 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                 
 
Principal Prepayment Detail
  
                 
 
  Loan Number  
Loan Group
Offering Document
Cross-Reference
Principal Prepayment Amount
Prepayment Penalties
  
 
Payoff Amount
Curtailment Amount
Prepayment Premium
Yield Maintenance Premium
  
 











 
 









              
 
Totals
              
 
 
 
 

              
 
 
Page 13 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
     
Historical Detail
     
 
Delinquencies
Prepayments
Rate and Maturities
  
 
Distribution
Date
30-59 Days
#        Balance
60-89 Days
#        Balance
90 Days or More
#        Balance
Foreclosure
#        Balance
REO
#        Balance
Modifications
#        Balance
Curtailments
#        Balance
Payoff
#        Balance
Next Weighted Avg.
Coupon     Remit
WAM
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                      
     
 
Note: Foreclosure and REO Totals are excluded from the delinquencies.
  
     
 
 
Page 14 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
     
 
Delinquency Loan Detail
  
     
 
Loan Number
Offering
Document
Cross-Reference
# of
Months
Delinq.
Paid Through
Date
Current
P & I
Advances
Outstanding
P & I
Advances **
Status of
Mortgage
Loan (1)
Resolution
Strategy
Code (2)
Servicing
Transfer Date
Foreclosure
Date
Actual
Principal Balance
Outstanding
Servicing
Advances
Bankruptcy
Date
REO
Date
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                            
 
Totals
                            
                 
 
 
(1) Status of Mortgage Loan
  
 
(2) Resolution Strategy Code
  
                                                 
 
A
-
Payment Not Received
  
0
 -
 Current
  
4
 -
 Assumed Scheduled Payment
  
1
 -
 Modification
  
6
 -
 DPO
   10  - 
Deed In Lieu Of
  
 
 
 
  But Still in Grace Period
  
1
 -
 One Month Delinquent
      
   (Performing Matured Balloon)
  
2
 -
 Foreclosure
  
7
 -
 REO
      
  Foreclosure
  
 
 
 
  Or Not Yet Due
  
2
 -
 Two Months Delinquent
  
5
 -
 Non Performing Matured Balloon
  
3
 -
 Bankruptcy
  
8
 -
 Resolved
   11  - 
Full Payoff
  
 
B
-
Late Payment But Less
  
3
 -
 Three or More Months Delinquent
  
 
 
 
  
4
 -
 Extension
  
9
 -
 Pending Return
   12  - 
Reps and Warranties 
  
 
 
 
  Than 1 Month Delinquent
      
 
  
 
 
 
  
5
 -
 Note Sale
  
 
 
    to Master Servicer   13  - 
Other or TBD
  
                                                 
 
  ** Outstanding P & I Advances include the current period advance.
  
                                                 
 
 
Page 15 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                                   
 
Specially Serviced Loan Detail - Part 1
 
  
 
 Distribution
Date
Loan
Number
Offering
Document
Cross-Reference
Servicing
Transfer
Date
Resolution
Strategy
Code (1)
Scheduled
Balance
Property
Type (2)
State
Interest
Rate
Actual
Balance
Net
Operating
Income
NOI
Date
  DSCR
Note
Date
Maturity
Date
Remaining
Amortization
Term
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                
 
 
                                
 
(1) Resolution Strategy Code
  
(2) Property Type Code
  
                                         
 
1
-
Modification
  
6
-  
DPO
  
10
-
Deed In Lieu Of
  
 MF
-
Multi-Family
  
 OF
-
Office
  
 
2
-
Foreclosure
  
7
-
REO
      
Foreclosure
  
 RT
-
Retail
  
 MU
-
Mixed use
  
 
3
-
Bankruptcy
  
8
-
Resolved
  
11
-
Full Payoff
  
 HC
-
Health Care
  
 LO
-
Lodging
  
 
4
-
Extension
  
9
-
Pending Return
  
12
-
Reps and Warranties
  
 IN
-
Industrial
  
 SS
-
Self Storage
  
 
5
-
Note Sale
      
to Master Servicer
  
13
-
Other or TBD
  
 WH
 MH
-
-
Warehouse
Mobile Home Park
 OT
-
Other
 
 
 
  
 
 
Page 16 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                       
     
 
Specially Serviced Loan Detail - Part 2
  
     
 
Distribution
Date
Loan
 Number
Offering
Document
Cross-Reference
Resolution
Strategy
Code (1)
Site
Inspection
Date
Phase 1 Date
Appraisal
Date
Appraisal
Value
Other REO
Property Revenue
Comment
  
         
 
 
 
 
 
        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
                       
(1) Resolution Strategy Code                      
                       
 
1
-
Modification
  
6
-
DPO
  
10
-
Deed In Lieu Of
 
2
-
Foreclosure
  
7
-
REO
      
  Foreclosure
 
3
-
Bankruptcy
  
8
-
Resolved
  
11
-
Full Payoff
 
4
-
Extension
  
9
-
Pending Return
  
12
-
Reps and Warranties
 
5
-
Note Sale
      
to Master Servicer
  
13
 -
Other or TBD
 
 
 
 
 
Page 17 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
             
 
Advance Summary
  
             
   
Current P&I
Advances
Outstanding P&I
Advances
Outstanding Servicing
Advances
Current Period Interest
on P&I and Servicing
Advances Paid
  
 
 
 
          
 
Totals
0.00  
0.00  
0.00  
0.00  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          
 
 
Page 18 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                   
 
Modified Loan Detail
  
                   
 
Loan
Number
Offering
Document
Cross-Reference
Pre-Modification
Balance
Post-Modification
Balance
Pre-Modification
Interest Rate
Post-Modification
Interest Rate
Modification
Date
Modification Description
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
              
 
Totals
                
 
 
 
 
 
 
 
                
 
 
Page 19 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                             
 
Historical Liquidated Loan Detail
  
     
 
Distribution
Date
ODCR
Beginning
Scheduled
Balance
Fees,
Advances,
and Expenses *
Most Recent
Appraised
Value or BPO
Gross Sales
Proceeds or
Other Proceeds
Net Proceeds
Received on
Liquidation
Net Proceeds
Available for
Distribution
Realized
Loss to Trust
Date of Current
Period Adj.
to Trust
Current Period
Adjustment
to Trust
Cumulative
Adjustment
to Trust
Loss to Loan
with Cum
Adj. to Trust
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                          
 
Current Total
                        
 
Cumulative Total
                        
                             
 
    * Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).
  
   
 
 
 
 
                        

 
Page 20 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
 
 
Historical Bond/Collateral Loss Reconciliation Detail
 
  
     
Distribution
Date
Offering
Document
Cross-Reference
Beginning
Balance
at Liquidation
Aggregate
Realized Loss
on Loans
Prior Realized
Loss Applied
to Certificates
Amounts
Covered by
Credit Support
Interest
(Shortages)/
Excesses
Modification
/Appraisal
Reduction Adj.
Additional
(Recoveries)
/Expenses
Realized Loss
Applied to
Certificates to Date
Recoveries of
Realized Losses
Paid as Cash
(Recoveries)/
Losses Applied to
Certificate Interest
      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                        
 
Totals
                      
 
 
 
                        
 
 
Page 21 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28
 
Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
 
 
Interest Shortfall Reconciliation Detail - Part 1
 
  
 
Offering
Document
Cross-Reference
Stated Principal
Balance at
Contribution
Current Ending
Scheduled
Balance
Special Servicing Fees
    
Non-Recoverable
(Scheduled
Interest)
Interest on
Advances
Modified Interest
Rate (Reduction)
/Excess
  
  
Monthly
Liquidation
Work Out
ASER
(PPIS) Excess
  
     
 
 
      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                      
 
Totals
 
                    
 
 
 
                      
 
 
Page 22 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
                 
Interest Shortfall Reconciliation Detail - Part 2
                 
 
Offering
 Stated Principal  Current Ending
Reimb of Advances to the Servicer
 Other (Shortfalls)/
Refunds		    
 
Document
Balance at
Scheduled
Current Month
Left to Reimburse
Comments
  
 
Cross-Reference
Contribution
Balance
Master Servicer
    
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
 
Totals
              
 
Interest Shortfall Reconciliation Detail Part 2 Total
0.00
      
 
Interest Shortfall Reconciliation Detail Part 1 Total
0.00
      
 
Total Interest Shortfall Allocated to Trust
0.00
      
           
           
           
 
 
Page 23 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates
 
Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
5/29/15
   
Determination Date:
6/11/15
               
Defeased Loan Detail
               
 
Loan Number
Offering Document
Cross-Reference
Ending Scheduled
Balance
Maturity Date
Note Rate
Defeasance Status
  
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
 
Totals
            
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
 
 
Page 24 of 25
 
 
(wells fargo logo)  
Wells Fargo Bank, N.A.
Corporate Trust Services
8480 Stagecoach Circle
Frederick, MD 21701-4747
  
Wells Fargo Commercial Mortgage Trust 2015-C28

Commercial Mortgage Pass-Through Certificates

Series 2015-C28
  
For Additional Information please contact
CTSLink Customer Service
1-866-846-4526
Reports Available        www.ctslink.com
   
Payment Date:
6/17/15
   
Record Date:
3/31/15
   
Determination Date:
6/11/15
     
 
Supplemental Reporting
  
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
 
 
Page 25 of 25
 
 
 
The following shall be included as supplemental information in the report for at least one monthly period following the actual receipt by the Certificate Administrator of, and based on the information set forth in, the notice or report (if any) contemplated as described below.  The information need not appear more than once for each Pari Passu Companion Loan respecting which a notice or report (if any) is so received.
 
With respect to each Pari Passu Mortgage Loan, if information is presented below, the Certificate Administrator has received a notice or report setting forth the indicated initial information (if provided) with respect to the pooling and servicing agreement for the securitization of the related Pari Passu Companion Loan.
 
[____________________]
 
Trust: [____________________]
Depositor:  [____________________]
Master Servicer:  [____________________]
Special Servicer:  [____________________]
Trust Advisor:  [____________________]
Trustee:  [____________________]
Certificate Administrator/Paying Agent:  [____________________]
Custodian:  [____________________]
 
 
G-1-2
 
 
EXHIBIT G-2
 
MINIMUM INFORMATION FOR DISTRIBUTION DATE STATEMENT
 
(1)             the Distribution Date, Record Date, Interest Accrual Period and Determination Date for such Distribution Date;
 
(2)             the aggregate Certificate Principal Balance or Class Notional Amount of each Class of Certificates and the Class A-S, Class B and Class C Regular Interests before and after giving effect to the distribution made on such Distribution Date;
 
(3)             the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates and the Class A-S, Class B and Class C Regular Interests in reduction of the Class Principal Balance thereof;
 
(4)             the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates and the Class A-S, Class B and Class C Regular Interests allocable to the interest distributable on that Class of Certificates or Regular Interest, as the case may be;
 
(5)             the aggregate amount of P&I Advances made in respect of the Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);
 
(6)             the aggregate amount and general purpose of Servicing Advances that have been made by the Master Servicer, the Special Servicer and the Trustee with respect to the Mortgage Loans;
 
(7)             (A) the aggregate amount of servicing compensation in respect of the Mortgage Pool (separately identifying the amount of each category of compensation) paid to the Master Servicer and the Special Servicer during the related Collection Period and (B) the aggregate amount of compensation in respect of the Mortgage Pool (separately identifying the amount of each category of compensation) to the Trustee and the Certificate Administrator;
 
(8)             the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after such Distribution Date;
 
(9)             the number, aggregate unpaid principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans (but not any successor REO Mortgage Loans to Mortgage Loans) as of the close of business on the related Determination Date;
 
(10)           the number, aggregate unpaid principal balance (as of the close of business on the related Determination Date and aggregate Stated Principal Balance (immediately after such Distribution Date) of Mortgage Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90 or more days, and (D) not delinquent but constituting Specially Serviced Mortgage Loans or in foreclosure but not constituting an REO Mortgage Loan;
 
(11)            with respect to any REO Property that was included (or an interest in which was included) in the Trust Fund as of the close of business on the related Determination Date, the loan number of the related Mortgage Loan, and, if available, the Appraised Value of such REO Property as expressed in the most recent appraisal thereof and the date of such appraisal;
 
(12)          the total payments and other collections Received by the Trust during the related Collection Period, the fees and expenses paid therefrom (with an identification of the general purpose of such fees and expenses and the party receiving such fees and expenses), the Available Distribution Amount for such Distribution Date, and the available funds with respect to (i) the Class A-S Certificates and Class A-S-PEX Component, (ii) the Class B Certificates and Class B-PEX Component, and (iii) the Class C Certificates and Class C-PEX Component, in each case for the Distribution Date;
 
 
G-2-1
 
 
(13)           the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates and the Class A-S, Class B and Class C Regular Interests allocable to Prepayment Premiums and/or Yield Maintenance Charges;
 
(14)           the Interest Distribution Amount and Accrued Certificate Interest in respect of each Class of Certificates and the Class A-S, Class B and Class C Regular Interests for such Distribution Date or the related Interest Accrual Period, as applicable;
 
(15)            the Pass-Through Rate for each Class of Certificates for the Interest Accrual Period related to such Distribution Date;
 
(16)           the Principal Distribution Amount and the Unadjusted Principal Distribution Amount for such Distribution Date, separately identifying the respective components thereof (and, in the case of any Principal Prepayment or other unscheduled collection of principal Received by the Trust during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other collection of principal);
 
(17)           the Class Principal Balance of each Class of Principal Balance Certificates and the Class Notional Amount of each Class of Interest Only Certificates, outstanding immediately before and immediately after such Distribution Date, separately identifying any reduction therein pursuant to Section 4.04 on such Distribution Date;
 
(18)            (A) the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date and (B) the aggregate Appraisal Reduction Amount for all Required Appraisal Loans as of the related Determination Date;
 
(19)            on a cumulative basis from the Cut-off Date, the number, aggregate Stated Principal Balance immediately after such Distribution Date (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date Principal Balance (in the case of subclauses (C) and (D)), weighted average extension period (except in the case of subclause (B) and which shall be zero in the case of subclause (C)), and weighted average anticipated extension period (in the case of subclause (B)) of Mortgage Loans (A) as to which the maturity dates have been extended, (B) as to which the maturity dates are in the process of being extended, (C) that have paid off and were never extended, (D) as to which the maturity dates had previously been extended and have paid off and (E) as to which the maturity dates had been previously extended and are in the process of being further extended;
 
(20)           any unpaid Interest Distribution Amount in respect of each Class of Certificates after giving effect to the distributions made on such Distribution Date, and if the full amount of the Principal Distribution Amount was not distributed on such Distribution Date, the portion of the shortfall affecting each Class of Principal Balance Certificates;
 
(21)           the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated thereto;
 
(22)           the aggregate unpaid principal balance of the Mortgage Pool outstanding as of the close of business on the related Determination Date;
 
(23)           with respect to any Mortgage Loan as to which a Liquidation Event occurred during the related Collection Period, (A) the loan number thereof, (B) the nature of the Liquidation Event and, in the case of a Final Recovery Determination, a brief description of the basis for such Final Recovery Determination, (C) the aggregate of all Liquidation Proceeds that are included in the Available Distribution Amount and other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (D) the aggregate amount of any Realized Loss and Additional Trust Fund Expenses in connection with such Liquidation Event;
 
 
G-2-2
 
 
(24)           with respect to any REO Property as to which a Final Recovery Determination was made during the related Collection Period, (A) the loan number of the related Mortgage Loan, (B) a brief description of the basis for the Final Recovery Determination, (C) the aggregate of all Liquidation Proceeds and other amounts Received by the Trust with respect to such REO Property during the related Collection Period (separately identifying the portion thereof allocable to distributions on the Certificates), (D) the aggregate amount of any Realized Loss and Additional Trust Fund Expenses in respect of the related REO Mortgage Loan in connection with such Final Recovery Determination and (E) if available, the Appraised Value of such REO Property as expressed in the most recent appraisal thereof and the date of such appraisal;
 
(25)           (A) the aggregate amount of unreimbursed P&I Advances that had been outstanding with respect to the Mortgage Pool at the close of business on the related Determination Date and the aggregate amount of any interest accrued and payable to the Master Servicer or the Trustee in respect of any such unreimbursed P&I Advances in accordance with Section 4.03 as of the close of business on such related Determination Date and (B) the aggregate amount of unreimbursed Servicing Advances that had been outstanding with respect to the Mortgage Pool as of the close of business on the related Determination Date and the aggregate amount of interest accrued and payable to the Master Servicer, the Special Servicer or the Trustee in respect of such unreimbursed Servicing Advances in accordance with Section 3.11(g) as of the close of business on such related Determination Date;
 
(26)           the aggregate amount of any interest on Advances in respect of the Mortgage Pool paid to the Master Servicer and the Trustee or any other party hereto during the related Collection Period in accordance with Section 3.11(g) and/or Section 4.03(d);
 
(27)            a loan-by-loan listing of any Mortgage Loan that was defeased during the related Collection Period;
 
(28)           the amount of Excess Liquidation Proceeds held in the Excess Liquidation Proceeds Account as of the end of the related Collection Period;
 
(29)           the amounts of the distributions made to the Holders of the Class R and Class V Certificates on such Distribution Date;
 
(30)           with respect to any Mortgage Loan that was the subject of any material modification, extension or waiver during the related Collection Period, (A) the loan number thereof, (B) the unpaid principal balance thereof and (C) a brief description of such modification, extension or waiver, as the case may be;
 
(31)           with respect to any Mortgage Loan as to which an uncured and unresolved Material Breach or Material Document Defect is alleged to exist, (A) the loan number thereof, (B) the unpaid principal balance thereof, (C) a brief description of such alleged Material Breach or Material Document Defect, as the case may be, and (D) the status of such alleged Material Breach or Material Document Defect, as the case may be, including any actions known to the Certificate Administrator that are being taken by or on behalf of the related Mortgage Loan Seller;
 
(32)           with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property during the related Collection Period, the loan number of such Mortgage Loan and the Stated Principal Balance of such Mortgage Loan as of the related date of acquisition by the Trust Fund;
 
(33)           the aggregate of (A) all Realized Losses incurred during the related Collection Period and, as of the related Determination Date, from the Closing Date and (B) all Additional Trust Fund Expenses (with a description thereof) incurred during the related Collection Period and, as of the related Determination Date, from the Closing Date;
 
(34)           the aggregate of all Realized Losses and Additional Trust Fund Expenses that remain unallocated immediately following such Distribution Date;
 
 
G-2-3
 
 
(35)           the Certificate Factor for each Class of Certificates immediately following such Distribution Date; and
 
(36)           an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period.
 
In the case of information provided to the Certificate Administrator as a basis for information to be furnished pursuant to clauses (5) through (11), (18), (22) through (27), and (30) through (36) above, insofar as the underlying information is solely within the control of the Depositor, the Special Servicer or the Master Servicer, the Certificate Administrator may, absent manifest error, conclusively rely on the reports to be provided by the Depositor, the Special Servicer or the Master Servicer, as the case may be.
 
 
G-2-4
 
 
EXHIBIT H
 
[RESERVED]
 
 
H-1
 
 
EXHIBIT I-1
 
FORM OF NOTICE AND ACKNOWLEDGMENT
CONCERNING REPLACEMENT OF SPECIAL SERVICER
 
[Date]
 
DBRS, Inc.
333 West Wacker Drive, Suite 1800
Chicago, Illinois 60606
 
Kroll Bond Rating Agency, Inc.
845 Third Avenue, 4th Floor
New York, New York  10022
 
Moody’s Investors Service, Inc.
7 World Trade Center, 25th Floor
New York, New York  10007
 
Attn: _____________
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Ladies and Gentlemen:
 
 This notice is being delivered pursuant to Section 6.05 of the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”) 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 the Wilmington Trust, National Association, as Trustee, and relating to Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”). Capitalized terms used but not otherwise defined herein shall have respective meanings assigned to them in the Agreement.
 
Notice is hereby given that ____________________________________ has designated ________________________________ to serve as the Special Servicer under the Agreement.
 
The designation of ____________________________ as Special Servicer will become final if certain conditions are met and each Rating Agency delivers to Wilmington Trust, National Association, the trustee under the Agreement (the “Trustee”), written confirmation that if the person designated to become the Special Servicer were to serve as such, such event would not result in a qualification, downgrade or withdrawal of any Class of Rated Certificates then rated by such Rating Agency.  Accordingly, such confirmation is hereby requested as soon as possible.
 
Please acknowledge receipt of this notice by signing the enclosed copy of this notice where indicated below and returning it to the Trustee, in the enclosed stamped self-addressed envelope.
 
 
Very truly yours,
  
     
 
[________________]
  
       
 
 
    
    Name:  
    Title:  
       
 
 
I-1-1
 
 
Receipt acknowledged:
 
DBRS, INC.
  
     
By:
   
  Name:  
  Title:  
  Date:  
 
KROLL BOND RATING AGENCY, INC.
  
     
By:   
   
  Name:  
  Title:  
  Date:
 
MOODY’S INVESTORS SERVICE, INC.
     
By:   
   
  Name:  
  Title:  
  Date:
 
 
I-1-2
 
 
EXHIBIT I-2
 
FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER
 
[Date]
 
[CERTIFICATE ADMINISTRATOR]
[TAX ADMINISTRATOR]
[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[SPECIAL SERVICER]
[TRUST ADVISOR]
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Ladies and Gentlemen:
 
 Pursuant to Section 6.05 of the Pooling and Servicing Agreement, dated as of May 1, 2015 relating to Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Agreement”), the undersigned hereby agrees with all the other parties to the Agreement that the undersigned shall serve as the Special Servicer under the Agreement. The undersigned hereby acknowledges and agrees that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the full extent indicated therein in the capacity of the Special Servicer. The undersigned hereby makes, as of the date hereof, the representations and warranties set forth in Section 2.06 of the Agreement, with the following corrections with respect to type of entity and jurisdiction of organization: ____________________. The undersigned represents and warrants that it is a Qualified Replacement Special Servicer pursuant to the Pooling and Servicing Agreement. Capitalized terms used but not otherwise defined herein shall have respective meanings assigned to them in the Agreement.
 
     
       
 
By:
   
    Name:  
    Title:  
       
 
 
I-2-1
 
 
EXHIBIT J
 
FORM OF UCC-1 FINANCING STATEMENT
 
Seller/Debtor:
 
Wells Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127-023
New York, New York  10152
Attention:  A.J. Sfarra
 
Buyer/Secured Party:
 
Wilmington Trust, National Association
as Trustee for the registered holders of
Wells Fargo Commercial Mortgage Trust 2015-C28,
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
1100 North Market Street
Wilmington, Delaware  19890
Attention:  WFCM 2015-C28
 
Text:
 
See Schedule 1 attached hereto and made a part hereof.
 
A sale by the Seller/Debtor of, or a grant by the Seller/Debtor of a security interest in, any collateral described in this financing statement will violate the rights of the Buyer/Secured Party.
 
 
J-1
 
 
SCHEDULE 1 to EXHIBIT J
 
Seller/Debtor:
 
Wells Fargo Commercial Mortgage Securities, Inc.
375 Park Avenue, 2nd Floor, J0127-023
New York, New York 10152
Attention:  A.J. Sfarra
 
Buyer/Secured Party:
 
Wilmington Trust, National Association
as Trustee for the registered holders of
Wells Fargo Commercial Mortgage Trust 2015-C28,
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
1100 North Market Street
Wilmington, Delaware  19890
Attention:  WFCM 2015-C28
 
Description of the Property Covered:
 
This Schedule 1 is attached to and incorporated in a financing statement pertaining to Wells Fargo Commercial Mortgage Securities, Inc., as depositor (referred to as the “Seller/Debtor” for the purpose of this financing statement only), and Wilmington Trust, National Association as trustee for the holders of the Series 2015-C28 Certificates (referred to as the “Buyer/Secured Party” for purposes of this financing statement only), under that certain Pooling and Servicing Agreement, dated as of May 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Pooling and Servicing Agreement”), among the Seller/Debtor as depositor, the Buyer/Secured Party as trustee, Wells Fargo Bank, National Association as master servicer (in such capacity, the “Master Servicer”), as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer”) and Pentalpha Surveillance LLC, as trust advisor, relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (collectively, the “Series 2015-C28 Certificates”). Capitalized terms used herein and not defined shall have the respective meanings given to them in the Pooling and Servicing Agreement. The attached financing statement covers all of the Seller/Debtor’s right, title and interest in and to the following, whether now owned or existing or hereafter acquired or arising (the “Collateral”):
 
(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 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, the Serviced A/B Loan Combination Custodial Account and, if established, the REO Account, and all investment earnings on such amounts,
 
(4)           the rights of the Seller/Debtor under Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) 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, 18 and (in the case of the Mortgage Loan Purchase Agreement between Basis Real Estate Capital II, LLC, Basis Investment Group LLC and the Seller/Debtor) 19) of each Mortgage Loan Purchase Agreement,
 
(5)           all other assets included or to be included in the Trust Fund, and
 
 
J-2
 
 
(6)           all income, payments, products and proceeds of any of the foregoing, together with any additions thereto or substitutions therefor.
 
Definitions:
 
“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 Series 2015-C28 Certificates.
 
“Collection Account”: The segregated account or accounts created and maintained by the Master Servicer, pursuant to Section 3.04(a) of the Pooling and Servicing Agreement, in trust for the Certificateholders.
 
“Cut-off Date”: With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in May 2015 (or, in the case of any Mortgage Loan that has its first Due Date in June 2015, the date that would have been its Due Date in May 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
 
“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.
 
“Distribution Account”: The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the Buyer/Secured Party, pursuant to Section 3.04(b) of the Pooling and Servicing Agreement, for the benefit of the Certificateholders.
 
“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) of the Pooling and Servicing Agreement for the benefit of the Certificateholders.
 
“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 pursuant to the Pooling and Servicing Agreement containing the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEX Specific Grantor Trust Assets and the Class V Specific Grantor Trust Assets.
 
“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) of the Pooling and Servicing Agreement, for the benefit of the Certificateholders.
 
“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 the Pooling and Servicing Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any REMIC Pool.
 
 
J-3
 
 
“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”: The original Mortgage Note, the original or a copy of the Mortgage and each other legal, credit and servicing document related to such Mortgage Loan or serviced companion loan as specified in the definition of “Mortgage File” in the Pooling and Servicing Agreement.
 
“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 any companion loan.
 
“Mortgage Loan Documents”: With respect to any Mortgage Loan or serviced 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 May 13, 2015, between Wells Fargo Bank, National Association, as seller, and the Seller/Debtor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as of May 13, 2015, between Rialto Mortgage Finance, LLC, as seller, and the Seller/Debtor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of May 13, 2015, between C-III Commercial Mortgage LLC, as seller, and the Seller/Debtor, as purchaser; and (iv) the Mortgage Loan Purchase Agreement dated as of May 13, 2015, between Basis Real Estate Capital II, LLC, as seller, Basis Investment Group LLC, and the Seller/Debtor, as purchaser.
 
“Mortgage Note”: The original executed promissory note(s) 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.
 
“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.
 
“Original Mortgage Loans”: The mortgage loans initially identified on Schedule I to the Pooling and Servicing Agreement, including each non-trust-serviced pooled Mortgage Loan. No pari passu companion loan is an “Original Mortgage Loan”.
 
“REMIC”: A “real estate mortgage investment conduit” as defined in Section 860A through G of the Code.
 
 
J-4
 
 
“REMIC Pool”: Any of REMIC I, REMIC II or REMIC III.
 
“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) of the Pooling and Servicing Agreement.
 
“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 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 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.
 
“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 of the Pooling and Servicing Agreement.
 
“Responsible Repurchase Party”: (i) With respect to each Mortgage Loan transferred to the Seller/Debtor by Wells Fargo Bank, National Association, Wells Fargo Bank, National Association; (ii) with respect to each Mortgage Loan transferred to the Seller/Debtor by Rialto Mortgage Finance, LLC, Rialto Mortgage Finance, LLC; (iii) with respect to each Mortgage Loan transferred to the Seller/Debtor by C-III Commercial Mortgage LLC, C-III Commercial Mortgage LLC; and (iv) with respect to each Mortgage Loan transferred to the Seller/Debtor by Basis Real Estate Capital II, LLC, Basis Investment Group LLC.
 
“Serviced A/B Loan Combination Custodial Account”: With respect to each serviced A/B loan combination, the separate account or sub-account created and maintained by the Master Servicer, pursuant to Section 3.04(i) of the Pooling and Servicing Agreement, on behalf of the Certificateholders and the related serviced subordinate companion loan holder.
 
“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 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, the Pooling and Servicing 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.
 
 
J-5
 
 
“Trust”: The trust created by the Pooling and Servicing Agreement.
 
“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 companion loan is an asset of the Trust Fund.
 
THE SELLER/DEBTOR AND THE BUYER/SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN THE COLLATERAL, AND THIS FILING SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE BUYER/SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE BUYER/SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY PERMITTED INVESTMENT).
 
A SALE BY THE SELLER/DEBTOR OF, OR A GRANT BY THE SELLER/DEBTOR OF A SECURITY INTEREST IN, ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT WILL VIOLATE THE RIGHTS OF THE BUYER/SECURED PARTY.
 
 
J-6
 
 
EXHIBIT K-1A
 
FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER AFFILIATES
(for Persons other than the Subordinate Class Representative
and/or a Subordinate Class Certificateholder)
 
[Date]
 
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention:              Corporate Trust Services – WFCM 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Class [__] Certificates
 
In accordance with the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), 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 Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and is neither a Subordinate Class Certificateholder nor the Subordinate Class Representative.
 
2.            The undersigned is not (a) a Borrower, (b) a manager of a Mortgaged Property, or a principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in, or an Affiliate of any Borrower, (c) a lender in respect of any mezzanine indebtedness secured by the equity interests in any Borrower, which lender has commenced foreclosure proceedings in respect of such mezzanine indebtedness, (d) an Affiliate of any of the foregoing or (e) an agent of any Borrower.
 
3.           The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.
 
In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.
 
The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.
 
4.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each of the parties to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
 
K-1A-1
 
 
5.           The undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that the representations herein contained remain true and correct.
 
6.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.
 
 
[Certificateholder] [Beneficial Owner] [Prospective Purchaser]
   
 
By: 
  
       
 
Name:
    
         
 
Title: 
      
     
 
Company:
  
       
 
Phone:
    
 
 
K-1A-2
 
 
EXHIBIT K-1B
 
FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER AFFILIATES
(for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
 
[Date]
 
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention:              Corporate Trust Services – WFCM 2015-C28
 
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
 
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
MAC D1086 120, 550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention:  WFCM 2015-C28 Asset Manager
 

 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
In accordance with the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), 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 Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is [the Subordinate Class Representative][a Subordinate Class Certificateholder] and is not an Excluded Holder.
 
2.           The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.
 
In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or
 
 
K-1B-1
 
 
banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.
 
The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.
 
3.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each of the parties to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
4.           The undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that the representations herein contained remain true and correct.
 
 
5.           The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.
 
6.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.
   
 
[Subordinate Class Representative] [Subordinate Class Certificateholder]
   
 
By: 
  
       
 
Name:
    
         
 
Title: 
      
     
 
Company:
  
       
 
Phone:
    
 
 
K-1B-2
 
 
EXHIBIT K-2A
 
FORM OF INVESTOR CERTIFICATION FOR BORROWER AFFILIATES
(for Persons other than the Subordinate Class Representative
and/or a Subordinate Class Certificateholder)

[Date]
 
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention:               Corporate Trust Services – WFCM 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Class [__] Certificates
 
In accordance with the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), 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 Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and is neither a Subordinate Class Certificateholder nor the Subordinate Class Representative.
 
2.           The undersigned is (a) a Borrower, (b) a manager of a Mortgaged Property, or a principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in, or an Affiliate of any Borrower, (c) a lender in respect of any mezzanine indebtedness secured by the equity interests in any Borrower, which lender has commenced foreclosure proceedings in respect of such mezzanine indebtedness, (d) an Affiliate of any of the foregoing or (e) an agent of any Borrower.
 
3.           The undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”), and agrees (i) to keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and (ii) to use such Information for the sole purpose of evaluating the purchase of the related Certificates, and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.
 
The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.
 
4.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each party to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
5.           The undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that the representations herein contained remain true and correct.
 
 
K-2A-1
 
 
6.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.
 
 
[Certificateholder] [Beneficial Owner] [Prospective Purchaser]
   
 
By: 
  
       
 
Name:
    
         
 
Title: 
      
     
 
Company:
  
       
 
Phone:
    
 
 
K-2A-2
 

EXHIBIT K-2B
 
FORM OF INVESTOR CERTIFICATION FOR BORROWER AFFILIATES
(for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)

[Date]
 
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention:               Corporate Trust Services – WFCM 2015-C28
 
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
 
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
MAC D1086 120, 550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention:  WFCM 2015-C28 Asset Manager
 

 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
In accordance with the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), 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 Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is [the Subordinate Class Representative][a Subordinate Class Certificateholder] and is an Excluded Holder and the applicable Excluded Loans are listed on Schedule 1 hereto.
 
2.           The undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above.
 
3            Except for the Excluded Information in respect of an Excluded Loan, the undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s website and/or is requesting the information
 
 
K-2B-1
 
 
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.
 
In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.
 
The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.
 
4.          To the extent the undersigned receives access pursuant to the Agreement to any confidential or privileged information related to any Excluded Loan (the “Excluded Loan Information”) on the Certificate Administrator’s website or otherwise receives access to such Excluded Loan Information in connection with its duties, or exercise of its rights, under the Agreement, the undersigned (i) shall not directly or indirectly provide any information related to the Excluded Loan to the related Borrower or (A) any employees or personnel of the undersigned or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.
 
5.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify each party to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
6.           The undersigned agrees that each time it accesses the Information or Excluded Loan Information on the Certificate Administrator’s Website, it is deemed to have recertified that the representations herein contained remain true and correct.
 
7. The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.
 
8.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
 
 
K-2B-2
 
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.
   
 
[Subordinate Class Representative] [Subordinate Class Certificateholder]
   
 
By: 
  
       
 
Name:
    
         
 
Title: 
      
     
 
Company:
  
       
 
Phone:
    
 
 
K-2B-3
 
                                  
SCHEDULE 1 to EXHIBIT K-2B
 
EXCLUDED LOANS

Loan Number
Loan/Property Name
   
   
   
 
 
K-2B-3
 
 
EXHIBIT K-3
 
FORM OF INVESTOR CONFIDENTIALITY AGREEMENT
 
[Date]
 
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention:               Corporate Trust Services – WFCM 2015-C28
 
 
Re:
Information Regarding Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Ladies and Gentlemen:
 
In connection with the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer and/or Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (and may have been previously furnished) with certain information (the “Information”). For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual, group or entity.
 
In connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the Subordinate Class Representative with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any other Person or entity unless required to do so by law; provided such Information may be disclosed to (i) the Representatives of the undersigned, (ii) the auditors and regulators of the undersigned (iii) to any Person or entity that is contemplating the purchase of any Certificate held by the undersigned or of an interest therein (or such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates (but only if such person or entity confirms in writing such contemplation of a prospective ownership interest and agrees in writing to keep such Information confidential)), (iv) the accountants and attorneys of the undersigned and (v) such governmental or banking authorities or agencies to which the undersigned is subject.
 
The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Subordinate Class Representative, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Trustee, the Master Servicer, the Primary Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
This Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.
 
Capitalized terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of May 1, 2015, by and 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 Wilmington Trust, National Association, as Trustee.
 
 
K-3-1
 
 
This Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.
               
     
Very truly yours,
       
     
[NAME OF ENTITY]
       
     
By:
  
      Name:    
      Title:       
      Company:  
      Phone:     
         
cc:
Wells Fargo Bank, National Association
      
 
Wilmington Trust, National Association
      
 
 
K-3-2
 
 
EXHIBIT K-4
 
FORM OF NOTICE OF MEZZANINE COLLATERAL FORECLOSURE

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services – WFCM 2015-C28
Email: trustadministrationgroup@wellsfargo.com

In accordance with Section [_______] of the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Agreement”), 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 Wilmington Trust, National Association, as Trustee, with respect to the above-referenced certificates, the undersigned hereby notifies you that the following [Mezzanine Lenders] have accelerated the [Mezzanine Loan] and/or have commenced foreclosure proceedings against the related mezzanine collateral:
 
[__________________]
 
As set forth in the Agreement, you are required to cause such [Mezzanine Lender] to re-submit any Investor Certification previously delivered by such [Mezzanine Lender], prior to allowing it access to the information on the Certificate Administrator’s Website, to the extent such information is accessible only to Privileged Persons.
 
Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

 
[SPECIAL SERVICER]
   
 
By: 
      
 
Name:
  
 
Title:
    
 
 
K-4-1
 
 
EXHIBIT L
 
FORM OF POWER OF ATTORNEY BY TRUSTEE
FOR MASTER SERVICER AND SPECIAL SERVICER
 
RECORDING REQUESTED BY:
{insert address}
 
SPACE ABOVE THIS LINE FOR RECORDER’S USE

LIMITED POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of May 1, 2015 (the “Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer [(the “Servicer”)], , Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer [(the “Servicer”)], Pentalpha Surveillance LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, relating to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, and the Trustee hereby constitutes and appoints the Servicer, by and through the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Servicer and all properties (“REO Properties”) administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.

1.
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.

2.
The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.
 
 
L-1
 
 
3.
The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.

4.
The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to any real estate owned property.

5.
The completion of loan assumption agreements.

6.
The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.

7.
The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.

8.
The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.

9.
The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:
 
 
a.
the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;

 
b.
the preparation and issuance of statements of breach or non-performance;

 
c.
the preparation and filing of notices of default and/or notices of sale;

 
d.
the cancellation/rescission of notices of default and/or notices of sale;

 
e.
the taking of deed in lieu of foreclosure;

 
f.
the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;
 
 
L-2
 
 
 
g.
the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;

 
h.
the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and

 
i.
the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.h. above.

10.
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:

 
a.
listing agreements;

 
b.
purchase and sale agreements;

 
c.
grant/warranty/quit claim deeds or any other deed causing the transfer of title of
the property to a party contracted to purchase same;

 
d.
escrow instructions; and

 
e.
any and all documents necessary to effect the transfer of property.

11.
The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of personal property.

12.
The execution and delivery of the following:

 
a.
any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;

 
b.
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and

 
c.
any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
 
 
L-3
 

 
  (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.
 
The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.

This appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

Solely to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.

Nothing contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Servicer shall promptly forward a copy of same to the Trustee.

This limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.

The Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.
 
 
L-4
 

This Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.

Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.

IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2015-C28 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.
 
 
Wilmington Trust, National Association,
as Trustee for Wells Fargo Commercial Mortgage Trust 2015-C28
       
 
By:
   
   
Name:
  
   
Title:
  
 
 
L-5
 
 
State of  }
County of  }
On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.
Witness my hand and official seal.
   
Notary signature
  
 
 
L-6
 
 
EXHIBIT M
 
FORM OF FINAL CERTIFICATION OF CUSTODIAN
 
[Date]
 
[PARTIES TO POOLING AND SERVICING AGREEMENT]
[MORTGAGE LOAN SELLERS]
[SERVICED PARI PASSU COMPANION LOAN HOLDERS]
[MAJORITY SUBORDINATE CERTIFICATEHOLDERS]
[SUBORDINATE CLASS REPRESENTATIVE]
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Ladies and Gentlemen:
 
In accordance with Section 2.02(b) of that certain Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”) pursuant to which the certificates of the above-referenced series were issued, the undersigned hereby certifies that, with respect to each Original Mortgage Loan subject to the Pooling and Servicing Agreement, and subject to the exceptions noted in Schedule I attached hereto, that: (a) 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 certifying that the original of such Mortgage Note has been lost), 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; (b) 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); (c) all documents received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian and (1) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (2) appear to have been executed and (3) purport to relate to such Mortgage Loan; and (d) based on the examinations referred to in Sections 2.02(a) and 2.02(b) of the Pooling and Servicing Agreement 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.
 
Capitalized terms used but not defined herein shall have the meanings given them in the Pooling and Servicing Agreement.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
       
 
By:
   
   
Name:
  
   
Title:
  
       
 
 
M-1
 
 
Schedule I to Exhibit M
 
SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
 
(under Section 2.02(b) of the Pooling and Servicing Agreement)
 
 
M-2
 
 
EXHIBIT N
 
FORM OF DEFEASANCE CERTIFICATION
 
For any loan that is not among ten (10) largest loans in pool, with outstanding balance of (a) $35,000,000 or less, or (b) less than 2% of outstanding pool balance, whichever is less
 
To:
 
DBRS, Inc.
333 West Wacker Drive, Suite 1800
Chicago, Illinois 60606
 
Attn: ______________
 
Kroll Bond Rating Agency, Inc.
845 Third Avenue, 4th Floor
New York, New York 10022
 
Attn: ______________
 
Moody’s Investors Service, Inc.
7 World Trade Center, 25th Floor
New York, New York 10007
 
Attn: ______________
 
From:
Wells Fargo Bank, National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), 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 Wilmington Trust, National Association, as Trustee.
 
Date:
_________, 20___
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28,
Commercial Mortgage Pass-Through Certificates, Series 2015-C28 Mortgage loan (the “Mortgage Loan”) identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names: ____________________
____________________
 
Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.
 
As Master Servicer under the Pooling and Servicing Agreement, we hereby:
 
 1.          Notify you that the Borrower has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked below:
 
 
____
a full defeasance of the payments scheduled to be due in respect of the entire Stated Principal Balance of the Mortgage Loan; or
 
 
N-1
 
 
 
____
a partial defeasance of the payments scheduled to be due in respect of a portion of the Stated Principal Balance of the Mortgage Loan that represents ___% of the entire Stated Principal Balance of the Mortgage Loan and, under the Mortgage, has an allocated loan amount of $____________ or _______% of the entire Stated Principal Balance;
 
2.         Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Schedule A hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Mortgage Loan or the defeasance transaction:
 
 
a.
The Mortgage Loan Documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material respects in completing the defeasance.
 
 
b.
The defeasance was consummated on __________, 20__.
 
 
c.
The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. § 80a-1 et seq.), (ii) are listed as “Qualified Investments for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in [Standard & Poor’s Public Finance Criteria 2000], as amended to the date of the defeasance, (iii) are rated ‘AAA’ by Standard & Poor’s, (iv) if they include a principal obligation, the principal due at maturity cannot vary or change, and (v) are not subject to prepayment, call or early redemption. Such securities have the characteristics set forth below:
 
 CUSIP             RATE              MAT               PAY DATES                        ISSUED
 
 
d.
The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.
 
 
e.
The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) as to which one of the statements checked below is true:
 
 
 ____
the related Borrower was a Single-Purpose Entity (as defined in [Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria], as amended to the date of the defeasance (the “S&P Criteria”)) as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool;
 
 
 ____
the related Borrower designated a Single-Purpose Entity (as defined in the S&P Criteria) to own the defeasance collateral; or
 
 
 ____
the Master Servicer designated a Single-Purpose Entity (as defined in the S&P Criteria) established for the benefit of the Trust to own the defeasance collateral.
 
 
f.
The Master Servicer received a broker or similar confirmation of the credit, or the accountant’s letter described below contained statements that it reviewed a broker or similar confirmation of the credit, of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in the name of the Defeasance Obligor, which account is maintained as a securities account by the securities intermediary and has been pledged to the Trustee.
 
 
N-2
 
 
 
g.
The Agreement executed in connection with the defeasance shall grant control of the pledged Securities Account to the Trustee and require the Securities Intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage Loan Documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan Documents (the “Scheduled Payments”).
 
 
h.
The Master Servicer received from the Borrower written confirmation from a firm of independent certified public accountants, who were approved by the Master Servicer in accordance with the Servicing Standard, stating that (i) revenues from principal and interest payments made on the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Stated Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.
 
 
i.
The Master Servicer received opinions from counsel, who were approved by the Master Servicer in accordance with the Servicing Standard, that (i) the agreements executed by the Borrower and/or the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) the Trustee will have a perfected, first priority security interest in the defeasance collateral described above.
 
 
j.
The agreements executed in connection with the defeasance (i) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the S&P Criteria), (ii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor or the Borrower only after the Mortgage Loan has been paid in full, if any such release is permitted, (iii) prohibit any subordinate liens against the defeasance collateral, and (iv) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.
 
 
k.
The Mortgage Loan is not among the ten (10) largest loans in the Mortgage Pool. The entire Stated Principal Balance of the Mortgage Loan as of the date of defeasance was $___________ [$35,000,000 or less or less than two percent of the Mortgage Pool balance, whichever is less], which is less than 2% of the aggregate Certificate Principal Balance of the Certificates as of the date of the most recent Distribution Date Statement received by us (the “Current Report”).
 
 
N-3
 
 
 
  l.
The defeasance described herein, together with all prior and simultaneous defeasances of Mortgage Loans, brings the total of all fully and partially defeased Mortgage Loans to $__________________, which is _____% of the aggregate Certificate Balance of the Certificates as of the date of the Current Report.
 
3.           Certify that, in addition to the foregoing, the Master Servicer has imposed such additional conditions to the defeasance (or waived such conditions), subject to the limitations imposed by the Mortgage Loan Documents, as are consistent with the Servicing Standard.
 
4.           Certify that Schedule B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance described above and that originals or copies of such agreements, instruments, documents and opinions have been or will be transmitted to the Custodian for placement in the related Mortgage File or, to the extent not required to be part of the related Mortgage File, are in the possession of the Master Servicer as part of the Master Servicer’s Servicing File.
 
5.           Certify and confirm that the determinations and certifications described above were rendered in accordance with the Servicing Standard set forth in, and the other applicable terms and conditions of, the Pooling and Servicing Agreement.
 
6.           Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing Officer as of the date of the defeasance described above.
 
7.           Agree to provide copies of all items listed in Schedule B to you upon request.
 
 
N-4
 
 
IN WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.
 
 
[______________________],
as Master Servicer
     
 
By:
 
   
Name:
   
Title:
 
 
N-5
 
 
Schedule A to Exhibit N
 
SCHEDULE A
 
SCHEDULE OF EXCEPTIONS TO CERTIFICATION
 
 
N-6
 
 
Schedule B to Exhibit N
 
SCHEDULE B
 
LIST OF AGREEMENTS, INSTRUMENTS, DOCUMENTS AND OPINIONS
 
 
N-7
 
 
EXHIBIT O-1
 
FORM OF TRUST ADVISOR ANNUAL REPORT1
(SUBORDINATE CONTROL PERIOD)
 
Report Date: Report will be delivered annually no later than [INSERT DATE].
 
Transaction: Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Trust Advisor: Pentalpha Surveillance LLC
 
Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association
 
Subordinate Class Representative: [_____________________]
 
 
I.
Population of Mortgage Loans that Were Considered in Compiling this Report. [__] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].
 
 
a.
[__] of such Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer and/or Subordinate Class Representative as part of the development of an Asset Status Report. This report does not include work activity related to those open cases.
 
 
b.
[__] of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced Mortgage Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.
 
 
II.
Executive Summary
 
Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Trust Advisor has undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage Loans in accordance with the Servicing Standard. Based on such review, the Trust Advisor [does, does not] believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Trust Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].
 
In connection with the assessment set forth in this report:
 
1      This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.  The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.
 
 
O-1-1
 
 
 
 1.
The Trust Advisor reviewed the Final Asset Status Report that was previously executed by the Special Servicer for the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE SPECIALLY SERVICED MORTGAGE LOANS].
 
 
 2.
The Trust Advisor’s review of the Final Asset Status Reports should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit the propert(y)/(ies) or interact with the borrower(s).
 
 
 3.
All opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool with respect to which Final Asset Status Reports have been delivered. Confidentiality and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the activities of this assignment.
 
 
 4.
As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.
 
 
III.
Specific Items of Review
 
 
 1.
The Trust Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].
 
 
 2.
The following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report: [LIST CONCERNS].
 
 
 3.
In addition to the other information presented herein, the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].
 
 
 4.
As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.
 
 
IV.
Qualifications Related to the Work Product Undertaken and Opinions Related to this Report
 
 
 1.
The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan. The Trust Advisor did not meet with the Special Servicer or the Subordinate Class Representative. As such, the Trust Advisor generally relied upon its review of the information described in Item 1 of Section III above and its interaction with the Special Servicer in gathering the relevant information to generate this report.
 
 
O-1-2
 
 
 
 2.
The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter the standards set forth therein.
 
 
 3.
Confidentiality and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the Special Servicer.
 
 
 4.
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does not participate in discussions regarding such actions. As such, the Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.
 
 
 5.
This report is furnished to the Certificate Administrator pursuant to the provisions of the Pooling and Servicing Agreement. The delivery of this report shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries.
 
Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement dated as of May 1, 2015.
 
 
O-1-3
 
 
EXHIBIT O-2
 
FORM OF TRUST ADVISOR ANNUAL REPORT1
(COLLECTIVE CONSULTATION PERIOD AND SENIOR CONSULTATION PERIOD)
 
Report Date: Report will be delivered annually no later than [INSERT DATE].
 
Transaction: Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Trust Advisor: Pentalpha Surveillance LLC
 
Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association
 
Subordinate Class Representative: [_____________________]
 
 
I.
Population of Mortgage Loans that Were Considered in Compiling this Report
 
 
 1.
[__] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].
 
 
 a.
[__] of such Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.
 
 
 b.
[__] of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports. The Final Asset Status Reports may not yet be fully implemented.
 
 
II.
Executive Summary
 
Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Trust Advisor has undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage Loans in accordance with the Servicing Standard. Based on such review, the Trust Advisor [does, does not] believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Trust Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].
 
In connection with the assessment set forth in this report:
 
 
 1.
The Trust Advisor reviewed the Asset Status Reports, net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE SPECIALLY SERVICED MORTGAGE LOANS]
 
1      This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.  The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.
 
 
O-2-1
 
 
 
 2.
[If report is rendered during a Senior Consultation Period, add:] The Trust Advisor met with the Special Servicer on [DATE] for the annual meeting. Participants from the Special Servicer included: [IDENTIFY PARTICIPANTS’ NAMES AND TITLES]. The Specially Serviced Mortgage Loans (including Asset Status Reports, other relevant accompanying information and any related net present value calculations and Appraisal Reduction Amount calculations) were referenced in the meeting. The discussion focused on the Special Servicer’s execution of its resolution and liquidation procedures in general terms as well as in specific reference to the Specially Serviced Mortgage Loans.
 
 
 a.
The Trust Advisor’s review of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Mortgage Loans [[if report is rendered during a Senior Consultation Period:] and meeting with the Special Servicer] should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit the propert(y)/(ies) or interact with the borrower(s).
 
 
 b.
All opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool with respect to which Asset Status Reports have been delivered. Confidentiality and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the activities of this assignment.
 
 
 3.
As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.
 
 
III.
Specific Items of Review
 
 
 1.
The Trust Advisor reviewed the following items in connection with [[if report is rendered during Senior Consultation Period:]the annual meeting] and the generation of this report: [LIST MATERIAL ITEMS].
 
 
 2.
During the prior year, the Trust Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans: [LIST]. The Trust
 
 
O-2-2
 
 
 
 
 Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the recommendations made by the Trust Advisor. Such recommendations generally included the following: [LIST].
 
 
 3.
Appraisal Reduction Amount calculations and net present value calculations:
 
 
 a.
The Trust Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the applicable formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the Special Servicer.
 
 
 b.
The Trust Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formulas] required to be utilized for such calculation.
 
 
 c.
After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formulas in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.
 
 
 4.
The following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report: [LIST CONCERNS].
 
 
 5.
In addition to the other information presented herein, the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].
 
 
 6.
As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.
 
 
IV.
Qualifications Related to the Work Product Undertaken and Opinions Related to this Report
 
 
 1.
The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan. The Trust Advisor did not meet
 
 
O-2-3
 
 
 
 
 with the [Special Servicer or the] Subordinate Class Representative. [[If report rendered during Senior Consultation Period:] While the Subordinate Class Representative may have attended the annual meeting,] the Trust Advisor generally did not address issues and questions to the Subordinate Class Representative. As such, the Trust Advisor generally relied upon its review of the information described in Item 1 of Section III above and its interaction with the Special Servicer in gathering the relevant information to generate this report.
 
 
 2.
The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter the standards set forth therein.
 
 
 3.
Confidentiality and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of [[if report rendered during Senior Consultation Period:] the meeting held between it and the Special Servicer regarding any Specially Serviced Mortgage Loans and] certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the Special Servicer.
 
 
 4.
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does not participate in discussions regarding such actions. As such, the Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.
 
 
 5.
This report is furnished to the Certificate Administrator pursuant to the provisions of the Pooling and Servicing Agreement. The delivery of this report shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries.
 
Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement dated as of May 1, 2015.
 
 
O-2-4
 
 
EXHIBIT O-3
 
FORM OF NOTICE FROM TRUST ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER
 
Wilmington Trust, National Association
 
as Trustee
1100 North Market Street
Wilmington, Delaware 19890
Attention: WFCM 2015-C28
 
Wells Fargo Bank, National Association,
 
as Certificate Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services – WFCM 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28, Recommendation of Replacement of Special Servicer
 
Ladies and Gentlemen:
 
This letter is delivered pursuant to Section 6.05(c) of the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), by and 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 Wilmington Trust, National Association, as Trustee, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.
 
Based upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.28 of the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement] [acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].
 
 
O-3-1
 
 
Based upon such assessment, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such capacity.
 
 
Very truly yours,
   
 
Pentalpha Surveillance LLC
     
 
By:
 
   
Name:
   
Title:
 
Dated:
_______________
 
 
O-3-2
 
 
EXHIBIT P
 
FORM OF NRSRO CERTIFICATION
 
Wells Fargo Bank, National Association,
as Certificate Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045 1951
 
Attention: Corporate Trust Services – WFCM 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Ladies and Gentlemen:
 
In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
 
1.
 (a)
The undersigned is a Rating Agency; or
 
(b)           The undersigned is a nationally recognized statistical rating organization that either (x) has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the 17g-5 website pursuant to the provisions of the Pooling and Servicing Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the 17g-5 Information Provider’s website (including without limitation, to any information received by the Depositor for posting on the 17g-5 Information Provider’s website), or (y), if the undersigned did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached as Annex A hereto which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s website, including any information that is obtained from the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date.
 
 
P-1
 
 
The undersigned agrees that each time it accesses the 17g-5 Information Provider’s website, it is deemed to have recertified that the representations herein contained remain true and correct.
 
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.
 
Date:
 
 
Very truly yours,
   
 
[NRSRO Name]
     
 
By:
 
   
Name:
   
Title:
   
Phone:
   
E-mail:
 
 
P-2
 
 
ANNEX A
 
CONFIDENTIALITY AGREEMENT
 
This Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.
 
Definition of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following information (irrespective of its source or form of communication, including information obtained by you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided, however, that the term Confidential Information shall not include information which:
 
was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;
 
was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the information as confidential; or
 
is independently developed by the NRSRO without reference to any Confidential Information.
 
Information to Be Held in Confidence.
 
You will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).
 
You acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.
 
 
P-3
 
 
You will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:
 
disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;
 
solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password protected website; and
 
use information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.
 
Disclosures Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity.
 
Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.
 
 
P-4
 
 
Violations of this Confidentiality Agreement.
 
The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.
 
You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.
 
You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.
 
Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.
 
Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.
 
Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.
 
Entire Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into this website.
 
Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:
 
Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor
New York, NY 10152
Attention: Matthew Orrino
E-mail: wfs.cmbs@wellsfargo.com]
 
 
P-5
 
 
EXHIBIT Q
 
FORM OF ONLINE VENDOR CERTIFICATION
 
This Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.
 
In connection with the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is an employee or agent of [Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc. or CMBS.com, Inc.], a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.
 
2.           The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains true and correct.
 
3.           The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor.
 
4.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.
 
 
[______________________]
 
 
By:
  
   
Name:
   
Title:
   
Phone:
   
E-mail:
Dated:
    

 
Q-1
 
 
EXHIBIT R
 
ADDITIONAL DISCLOSURE NOTIFICATION
 
**SEND VIA FAX TO ([__]) [_____] AND ([__]) [_____] AND VIA EMAIL TO [________] AND [cts.sec.notifications@wellsfargo.com] AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY BELOW**
 
Wells Fargo Bank, National Association,
as Certificate Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services – WFCM 2015-C28
 
Wells Fargo Commercial Mortgage Securities, Inc.
as Depositor
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127-023
New York, New York 10152
Attention: A.J. Sfarra
 

 
Re:           **Additional Form [10-D][10-K][8-K] Disclosure Required**
 
Ladies and Gentlemen:
 
In accordance with Section [11.07][11.08][11.10] of the Pooling and Servicing Agreement, dated as of May 1, 2015, entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee, the undersigned, as ___________, hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].
 
Description of Additional Form [10-D][10-K][8-K] Disclosure:
 
 
R-1
 
 
List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:
 
Any inquiries related to this notification should be directed to ______________, phone number: ________________; email address: ________________.
     
  [NAME OF PARTY], as [role]
     
 
By:
  
   
Name:
   
Title:
 
 
R-2
 
 
EXHIBIT S-1
 
FORM OF TRUSTEE BACKUP CERTIFICATION
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28 (The “Trust”)
 
The undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “Certificate Administrator”), and Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), certifies to [______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:
 
The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
 
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.
 
Date:
 
 
WILMINGTON TRUST, NATIONAL ASSOCIATION
   
 
By:
  
   
Name:
   
Title:
 
 
S-1-1
 
 
EXHIBIT S-2
 
FORM OF CUSTODIAN BACKUP CERTIFICATION
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28 (The “Trust”)
 
The undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “Certificate Administrator”), and Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), certifies to [______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:
 
The report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
 
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.
 
Date:
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
   
 
By:
  
   
Name:
   
Title:
 
 
S-2-1
 
 
EXHIBIT S-3
 
FORM OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28 (the “Trust”)
 
The undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator (the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), certifies to [_______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:
 
1.
I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;
 
2.
To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report;
 
3.
To my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;
 
4.
I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and
 
5.
The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.
 
In giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.
 
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.
 
 
S-3-1
 
 
Date:
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
   
 
By:
  
   
Name:
   
Title:
 
 
S-3-2
 
 
EXHIBIT S-4
 
FORM OF MASTER SERVICER BACKUP CERTIFICATION
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28 (the “Trust”)
 
I, [identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”) under that certain Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, the Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee, and on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
 
1.
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 4.02(c) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;
 
2.
Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
 
3.
I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.12 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;
 
4.
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and
 
5.
The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
 
 
S-4-1
 
 
[In giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third party retained by the Master Servicer that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]
 
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.
 
Date:
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
   
 
By:
  
   
Name:
   
Title:
 
 
S-4-2
 
 
EXHIBIT S-5
 
FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28 (the “Trust”)
 
I, [identify the certifying individual], a [_______________ ] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION (the “Special Servicer”) as Special Servicer under that certain Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), the Special Servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “Certificate Administrator”), and Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
 
1.
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports (the “Special Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;
 
2.
Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
 
3.
I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.13 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;
 
4.
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and
 
5.
The report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
 
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.
 
 
S-5-1
 
 
Date:
 
 
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
   
 
By:
  
   
Name:
   
Title:
 
 
S-5-2
 
 
EXHIBIT S-6
 
FORM OF TRUST ADVISOR BACKUP CERTIFICATION
 
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2015-C28 (the “Trust”)
 
I, [identify the certifying individual], a [_______________ ] of PENTALPHA SURVEILLANCE LLC (the “Trust Advisor”) as Trust Advisor under that certain Pooling and Servicing Agreement dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “Certificate Administrator”) and the Trust Advisor, on behalf of the Trust Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
 
1.
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Trust Advisor to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Trust Advisor Reports”) have been submitted by the Trust Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;
 
2.
Based on my knowledge, the trust advisor information contained in the Trust Advisor Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
 
3.
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Trust Advisor with respect to the Trust’s fiscal year ________ have been provided all information relating to the Trust Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and
 
4.
The report on assessment of compliance with servicing criteria applicable to the Trust Advisor for asset-backed securities with respect to the Trust Advisor or any Servicing Function Participant retained by the Trust Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
 
Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.
 
Date:
 
 
PENTALPHA SURVEILLANCE LLC
   
 
By:
  
   
Name:
   
Title:
 
 
S-6-1
 

EXHIBIT T
 
FORM OF SARBANES OXLEY CERTIFICATION
 
Wells Fargo Commercial Mortgage Trust 2015-C28,
Commercial Mortgage Pass-Through Certificates
Series 2015-C28 (the “Trust”)
 
I, [identify the certifying individual], a [title] of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into the above-referenced Trust, certify that:
 
1.           I have reviewed this annual report on Form 10-K, and all reports Form 10-D required to be filed in respect of periods included in the year covered by this annual report, of the Trust;
 
2.           Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3.           Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
 
4.           Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic report, the servicers have fulfilled their obligations under the pooling and servicing agreement in all material respects; and
 
5.           All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
 
 
T-1
 
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [______________].
 
Date:
 
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC.
   
 
By:
  
   
Name:
   
Title:
 
 
T-2
 
 
EXHIBIT U
 
FORM OF OUTSIDE MASTER SERVICER NOTICE
 
[Date]
 
[Non-Trust Trustee]
 
[Non-Trust Certificate Administrator]
 
[Non-Trust Master Servicer]
 
[Non-Trust Special Servicer]
 
[Non-Trust Trust Advisor]
 
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
Ladies and Gentlemen:
 
This notice is being delivered pursuant to Section 3.01(h) of the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “WFCM 2015-C28 Pooling and Servicing Agreement”) among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “WFCM 2015-C28 Master Servicer”), as certificate administrator (the “WFCM 2015-C28 Certificate Administrator”), as tax administrator and as custodian, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “WFCM 2015-C28 Special Servicer”), Pentalpha Surveillance LLC, as trust advisor, and Wilmington Trust, National Association, as trustee (the “WFCM 2015-C28 Trustee”), and relating to Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”). Capitalized terms used but not otherwise defined herein shall have respective meanings assigned to them in the WFCM 2015-C28 Pooling and Servicing Agreement.
 
Notice is hereby given to you, as parties to the Non-Trust Pooling and Servicing Agreement relating to the [_____] Mortgage Loan, that as of the date hereof, the WFCM 2015-C28 Trustee is the holder of the [_____] Mortgage Loan for the benefit of the Certificateholders. As such, we hereby direct you to remit to the WFCM 2015-C28 Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the WFCM 2015-C28 Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holders of the [______] Mortgage Loan under the related Intercreditor Agreement and the Non-Trust Pooling and Servicing Agreement referenced above.
 
The contact information for each of the WFCM 2015-C28 Trustee, the WFCM 2015-C28 Certificate Administrator, the WFCM 2015-C28 Master Servicer, the WFCM 2015-C28 Special Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder” (as such term is defined in each related Intercreditor Agreement) is provided on Schedule 1 hereto.
 
A copy of the executed version of the WFCM 2015-C28 Pooling and Servicing Agreement [and a copy of the executed version of the related Intercreditor Agreement] will be made available to you upon request. Please contact us at (866) 846-4526 if you have any questions.
 
 
U-1
 
 
   
Very truly yours,
     
   
WELLS FARGO BANK, NATIONAL ASSOCIATION
WFCM 2015-C28 Certificate Administrator
     
 
By:
  
   
Name:
   
Title:
 
 
U-2
 
 
Schedule 1 to Exhibit U
 
Contact Information
 
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: WFCM 2015-C28
 
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services – WFCM 2015-C28
 
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
MAC D1086 120, 550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention: WFCM 2015-C28 Asset Manager
 
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
 
KKR Real Estate Finance Manager, LLC
9 West 57th Street, Suite 4200
New York, New York 10019
Attention: [______]
 
 
U-3
 
 
EXHIBIT V
 
[RESERVED]
 
 
V-1
 
 
EXHIBIT W
 
[RESERVED]
 
 
W-1
 
 
EXHIBIT X
 
FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE CERTIFICATES
 
[Certificateholder’s letterhead]
 
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-C28
 
 
Re:
Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the “Certificates”)
Notice of Exchange of Exchangeable Certificates
 
This letter is delivered to you pursuant to Section 5.09 of the Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “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 Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
 
The undersigned hereby (i) certifies that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates set forth below under “Exchangeable Certificates to be Surrendered”, is duly authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates set forth below under “Exchangeable Certificates to be Surrendered” and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding Exchangeable Certificates set forth below. We propose an Exchange Date of [______].
 
We agree that upon such exchange, our interests in the portion(s) of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion(s) of the Exchangeable Certificates received in such exchange shall be increased.
 
 
X-1
 
 
Exchangeable Certificates to be Surrendered
  
Exchangeable
Certificates to be
Received
             
CUSIP
  
Outstanding
Certificate Principal
Balance
  
Initial Certificate
Principal Balance
  
CUSIP

Our Depository participant number is [________].
     
  Sincerely,
     
  By:  
      Name:
      Title:
 
[Medallion Stamp Guarantee]
 
 
X-2
 
 
SCHEDULE I
 
MORTGAGE LOAN SCHEDULE
 
 
S-I-1
 
 

Wells Fargo Commercial Mortgage Trust 2015-C28
                                
MORTGAGE LOAN SCHEDULE
                                          
                                                                     
Mortgage Loan Number
  
Mortgage Loan Seller
  
Property Name
  
Address
  
City
  
State
  
Zip Code
  
Original Principal Balance ($)
  
Cut-off Date Principal Balance ($)
  
Loan Amortization Type
  
Monthly P&I Payment ($)
  
Interest Accrual Basis
  
Mortgage Rate
  
Administrative Fee Rate
  
Payment Due Date
  
Stated Maturity Date or Anticipated Repayment Date
  
Original Term to Maturity or ARD (Mos.)
  
Remaining Term to Maturity or ARD(Mos.)
1
  
RMF
  
TKG 2 Portfolio
  
Various
  
Various
  
Various
  
Various
  
87,547,500.00
  
87,547,500.00
  
Interest-only, Balloon
  
303,067.56
  
Actual/360
  
4.0860%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
1.01
  
RMF
  
University Place
  
7080 Youree Drive
  
Shreveport
  
LA
  
71106
  
33,037,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.02
  
RMF
  
Fairhaven Commons
  
42 Fairhaven Commons Way
  
Fairhaven
  
MA
  
02719
  
20,100,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.03
  
RMF
  
Castle Rock Shoppes
  
5650 Allen Way
  
Castle Rock
  
CO
  
80108
  
19,200,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.04
  
RMF
  
Meridian Towne Center
  
4886 and 4904 Marsh Road
  
Okemos
  
MI
  
48864
  
8,587,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.05
  
RMF
  
Spring Prairie Center
  
2330-2360 US Highway 94 North
  
Kalispell
  
MT
  
59901
  
6,622,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
2
  
WFB
  
Harden Ranch Plaza
  
1488-1826 North Main Street
  
Salinas
  
CA
  
93906
  
85,400,000.00
  
85,400,000.00
  
Interest-only, Amortizing Balloon
  
445,133.47
  
Actual/360
  
3.8800%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
3
  
WFB
  
Eastgate One Phases I-VII & XII
  
4755, 4795, 4835 & 4875 Eastgate Mall; 9515-9890 Towne Centre Drive
  
San Diego
  
CA
  
92121
  
75,000,000.00
  
75,000,000.00
  
Interest-only, Amortizing Balloon
  
348,827.90
  
Actual/360
  
3.7850%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
4
  
WFB
  
RPC Northeast Storage Portfolio
  
Various
  
Various
  
Various
  
Various
  
69,000,000.00
  
69,000,000.00
  
Interest-only, Balloon
  
226,818.33
  
Actual/360
  
3.8800%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
4.01
  
WFB
  
1008 Greenhill Road
  
1008 Greenhill Road
  
West Chester
  
PA
  
19380
  
9,850,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.02
  
WFB
  
4600 Edges Mill Road
  
4600 Edges Mill Road
  
Downingtown
  
PA
  
19335
  
6,415,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.03
  
WFB
  
154 Leaders Heights Road
  
154 Leaders Heights Road
  
York
  
PA
  
17403
  
5,128,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.04
  
WFB
  
76 Wormans Mill CT
  
76 Wormans Mill Court
  
Frederick
  
MD
  
21701
  
4,940,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.05
  
WFB
  
321 West Uwchlan Avenue
  
321 West Uwchlan Avenue
  
Downingtown
  
PA
  
19335
  
4,836,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.06
  
WFB
  
3950 West Jonathan Drive
  
3950 West Jonathan Drive
  
Bloomington
  
IN
  
47404
  
4,404,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.07
  
WFB
  
202-324 Dartmouth
  
202, 324 Dartmouth Drive; 9073 Franklin Hill Road
  
East Stroudsburg
  
PA
  
18335; 18301
  
4,368,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.08
  
WFB
  
115 Wormans Mill CT
  
115 Wormans Mill Court
  
Frederick
  
MD
  
21701
  
4,200,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.09
  
WFB
  
329 West Butler Avenue
  
329 West Butler Avenue
  
Chalfont
  
PA
  
18914
  
3,737,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.10
  
WFB
  
2440 O’Bryan Boulevard
  
2440 O’Bryan Boulevard
  
Owensboro
  
KY
  
42301
  
3,542,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.11
  
WFB
  
173 Stanhope Sparta Road
  
173 Stanhope Sparta Road
  
Andover
  
NJ
  
07821
  
3,315,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.12
  
WFB
  
7315 Industry Ln
  
7315 Industry Lane
  
Frederick
  
MD
  
21704
  
3,289,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.13
  
WFB
  
5630 Linglestown Road
  
5630 Linglestown Road
  
Harrisburg
  
PA
  
17112
  
3,100,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.14
  
WFB
  
1030 Reeves Street
  
1030 Reeves Street
  
Dunmore
  
PA
  
18512
  
2,346,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.15
  
WFB
  
2199 Parklyn Drive
  
2199 Parklyn Drive
  
York
  
PA
  
17406
  
1,729,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.16
  
WFB
  
900 Vogelsong Road
  
900 Vogelsong Road
  
York
  
PA
  
17404
  
1,358,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.17
  
WFB
  
153 Pumping Station Road
  
153 Pumping Station Road
  
Hanover
  
PA
  
17331
  
1,280,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.18
  
WFB
  
10 Roller Circle
  
10 Roller Circle
  
Hanover
  
PA
  
17331
  
1,163,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
5
  
WFB
  
Eastgate Two Phases VIII-X
  
4760, 4770, 4780, 4790, 4840, 4810, 4820 & 4830 Eastgate Mall
  
San Diego
  
CA
  
92121
  
60,000,000.00
  
60,000,000.00
  
Interest-only, Amortizing Balloon
  
278,380.30
  
Actual/360
  
3.7650%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
6
  
WFB
  
3 Beaver Valley Road
  
3 Beaver Valley Road
  
Wilmington
  
DE
  
19803
  
46,350,000.00
  
46,350,000.00
  
Interest-only, Amortizing Balloon
  
221,816.75
  
Actual/360
  
4.0200%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
7
  
WFB
  
Encino Financial Center
  
16133 Ventura Boulevard
  
Encino
  
CA
  
91436
  
44,000,000.00
  
44,000,000.00
  
Interest-only, Amortizing Balloon
  
209,555.72
  
Actual/360
  
3.9800%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
8
  
WFB
  
Milestone Portfolio
  
Various
  
Various
  
Various
  
Various
  
28,800,000.00
  
28,722,853.76
  
Amortizing Balloon
  
140,500.96
  
Actual/360
  
4.1800%
  
0.06675%
  
4/5/2015
  
3/5/2025
  
120
  
118
8.01
  
WFB
  
Preferred Freezer
  
13700 NW 115th Avenue
  
Medley
  
FL
  
33178
  
23,198,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.02
  
WFB
  
Veritiv
  
110, 330 & 340 Stevens Street
  
Jacksonville
  
FL
  
32254
  
2,999,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.03
  
WFB
  
Best Buy
  
2907 Centre Drive
  
Beavercreek
  
OH
  
45324
  
2,603,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
9
  
WFB
  
The Automatic Lofts
  
410 South Morgan Street
  
Chicago
  
IL
  
60607
  
28,000,000.00
  
28,000,000.00
  
Interest-only, Amortizing Balloon
  
132,067.10
  
Actual/360
  
3.9000%
  
0.02675%
  
5/11/2015
  
4/11/2020
  
60
  
59
10
  
RMF
  
7979 Westheimer Apartment Homes
  
7979 Westheimer Road
  
Houston
  
TX
  
77063
  
26,377,500.00
  
26,377,500.00
  
Interest-only, Amortizing Balloon
  
129,298.60
  
Actual/360
  
4.2200%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
11
  
RMF
  
Brickyard Square
  
24 Calef Highway
  
Epping
  
NH
  
03042
  
25,000,000.00
  
25,000,000.00
  
Interest-only, Amortizing Balloon
  
126,819.92
  
Actual/360
  
4.5100%
  
0.02675%
  
6/6/2015
  
5/6/2025
  
120
  
120
12
  
RMF
  
Flatiron Hotel
  
9 West 26th Street
  
New York
  
 NY
  
10010
  
22,500,000.00
  
22,500,000.00
  
Interest-only, Amortizing Balloon
  
131,547.86
  
Actual/360
  
4.9130%
  
0.02675%
  
6/6/2015
  
5/6/2025
  
120
  
120
13
  
WFB
  
Home Market Foods
  
140 Morgan Drive
  
Norwood
  
MA
  
02062
  
21,975,000.00
  
21,942,997.95
  
Amortizing Balloon
  
104,153.30
  
Actual/360
  
3.9400%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
14
  
WFB
  
Chester Mall Shopping Center
  
78 Brookside Avenue
  
Chester
  
NY
  
10918
  
21,000,000.00
  
21,000,000.00
  
Interest-only, Amortizing Balloon
  
100,742.09
  
Actual/360
  
4.0400%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
15
  
WFB
  
Old Colony Square
  
414 Grand Street
  
Jersey City
  
NJ
  
07302
  
19,800,000.00
  
19,800,000.00
  
Amortizing Balloon
  
94,528.23
  
Actual/360
  
4.0000%
  
0.10675%
  
6/1/2015
  
5/1/2025
  
120
  
120
16
  
Basis
  
3800 Embassy Parkway
  
3800 Embassy Parkway
  
Fairlawn
  
OH
  
44333
  
18,500,000.00
  
18,500,000.00
  
Interest-only, Amortizing Balloon
  
89,499.05
  
Actual/360
  
4.1100%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
17
  
RMF
  
Courtyard Marriott Harrisburg
  
725 Eisenhower Boulevard
  
Swatara Township
  
PA
  
17111
  
18,500,000.00
  
18,455,125.29
  
Amortizing Balloon
  
95,670.20
  
Actual/360
  
4.6750%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
18
  
WFB
  
3700 Buffalo Speedway
  
3700 Buffalo Speedway
  
Houston
  
TX
  
77098
  
17,500,000.00
  
17,500,000.00
  
Interest-only, Amortizing Balloon
  
88,565.98
  
Actual/360
  
4.4900%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
19
  
CIIICM
  
REL Commons
  
Various
  
Various
  
NH
  
Various
  
16,500,000.00
  
16,500,000.00
  
Interest-only, Amortizing Balloon
  
79,632.04
  
Actual/360
  
4.0900%
  
0.02675%
  
4/5/2015
  
3/5/2025
  
120
  
118
19.01
  
CIIICM
  
Exeter Commons
  
63-93 Portsmouth Avenue
  
Exeter
  
NH
  
03833
  
11,000,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.02
  
CIIICM
  
Littleton Commons
  
554-570 Meadow Street
  
Littleton
  
NH
  
03561
  
3,700,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.03
  
CIIICM
  
Spaulding Commons
  
306 North Main Street
  
Rochester
  
NH
  
03839
  
1,800,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20
  
CIIICM
  
CubeSmart Portfolio II
  
Various
  
Various
  
Various
  
Various
  
14,182,500.00
  
14,182,500.00
  
Interest-only, Amortizing Balloon
  
71,355.91
  
Actual/360
  
4.4400%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
20.01
  
CIIICM
  
CubeSmart AAA Friendly
  
12324 Highway 155 South
  
Tyler
  
TX
  
75703
  
5,302,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.02
  
CIIICM
  
CubeSmart Shreveport
  
150 Dalton Street
  
Shreveport
  
LA
  
71106
  
3,075,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.03
  
CIIICM
  
CubeSmart Saginaw
  
419 North Saginaw Boulevard
  
Saginaw
  
TX
  
76179
  
3,000,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.04
  
CIIICM
  
CubeSmart Tyler
  
3016 West Gentry Parkway
  
Tyler
  
TX
  
75702
  
2,805,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
21
  
Basis
  
Cedar Hills Shopping Center
  
3520-3566 Blanding Boulevard
  
Jacksonville
  
FL
  
32210
  
14,000,000.00
  
14,000,000.00
  
Amortizing Balloon
  
68,953.57
  
Actual/360
  
4.2600%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
22
  
WFB
  
Washington Square
  
117 Washington Avenue
  
Schenectady
  
NY
  
12305
  
13,800,000.00
  
13,800,000.00
  
Interest-only, Amortizing Balloon
  
72,821.47
  
Actual/360
  
4.8500%
  
0.06675%
  
3/1/2015
  
2/1/2020
  
60
  
57
23
  
RMF
  
Tarkanian Professional Center
  
7220 South Cimarron Road and 8110 West Warm Springs Road
  
Las Vegas
  
NV
  
89113
  
13,750,000.00
  
13,750,000.00
  
Interest-only, Amortizing Balloon
  
73,393.37
  
Actual/360
  
4.9500%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
24
  
CIIICM
  
Sherlock Storage Portfolio
  
Various
  
Various
  
WA
  
Various
  
13,500,000.00
  
13,481,131.35
  
Amortizing Balloon
  
65,781.15
  
Actual/360
  
4.1700%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
24.01
  
CIIICM
  
Sherlock Self Storage Woodinville
  
21601 West Bostian Road
  
Woodinville
  
WA
  
98072
  
7,500,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
24.02
  
CIIICM
  
Sherlock Self Storage Bothell
  
17101 Bothell Way NE
  
Bothell
  
WA
  
98011
  
6,000,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
25
  
Basis
  
Bartonsville Square
  
300-500 Commerce Boulevard
  
Stroud Township
  
PA
  
18360
  
13,200,000.00
  
13,200,000.00
  
Interest-only, Amortizing Balloon
  
63,399.91
  
Actual/360
  
4.0500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
26
  
CIIICM
  
CubeSmart Portfolio I
  
Various
  
Various
  
Various
  
Various
  
13,117,500.00
  
13,117,500.00
  
Interest-only, Amortizing Balloon
  
65,997.62
  
Actual/360
  
4.4400%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
26.01
  
CIIICM
  
CubeSmart Corpus Christi
  
6218 South Padre Island Drive
  
Corpus Christi
  
TX
  
78401
  
7,087,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.02
  
CIIICM
  
CubeSmart Hollytree
  
6212 Hollytree Drive
  
Tyler
  
TX
  
75703
  
3,780,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.03
  
CIIICM
  
CubeSmart Pensacola
  
2450 East Olive Road
  
Pensacola
  
FL
  
35214
  
2,250,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
27
  
RMF
  
Newtown Office Building
  
826-828 Newtown Yardley Road
  
Newtown Township
  
PA
  
18940
  
12,925,000.00
  
12,925,000.00
  
Interest-only, Amortizing Balloon
  
66,491.22
  
Actual/360
  
4.6300%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
28
  
WFB
  
Lincoln View Plaza
  
3113-3159 East Lincoln Drive
  
Phoenix
  
AZ
  
85016
  
12,700,000.00
  
12,700,000.00
  
Interest-only, Amortizing Balloon
  
61,735.12
  
Actual/360
  
4.1500%
  
0.06675%
  
5/11/2015
  
4/11/2025
  
120
  
119
29
  
WFB
  
Reservoir Industrial Center
  
1350 & 1395 East Lexington Avenue; 1341, 1353 & 3534 Philadelphia Street
  
Pomona
  
CA
  
91766
  
10,500,000.00
  
10,500,000.00
  
Interest-only, Balloon
  
31,758.13
  
Actual/360
  
3.5700%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
30
  
RMF
  
Commerce Point I & II
  
3800 and 3850 North Wilke Road
  
Arlington Heights
  
IL
  
60004
  
10,000,000.00
  
10,000,000.00
  
Interest-only, Amortizing Balloon
  
52,890.48
  
Actual/360
  
4.8700%
  
0.01690%
  
4/6/2015
  
3/6/2025
  
120
  
118
31
  
WFB
  
AAA Self Storage - Chatsworth
  
9111 Jordan Avenue
  
Los Angeles
  
CA
  
91311
  
10,000,000.00
  
10,000,000.00
  
Interest-only, Balloon
  
34,990.28
  
Actual/360
  
4.1300%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
32
  
WFB
  
Apple - Residence Inn Westford 2
  
7 Lan Drive
  
Westford
  
MA
  
01886
  
10,000,000.00
  
9,981,324.74
  
Amortizing Balloon
  
54,341.93
  
Actual/360
  
4.2800%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
33
  
Basis
  
Mi Casita
  
5001 Aldine Mail Route Road
  
Houston
  
TX
  
77039
  
5,963,000.00
  
5,963,000.00
  
Amortizing Balloon
  
31,805.09
  
Actual/360
  
4.1000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
34
  
Basis
  
Su Casita
  
4825 Aldine Mail Route Road
  
Houston
  
TX
  
77039
  
3,285,000.00
  
3,285,000.00
  
Amortizing Balloon
  
17,521.34
  
Actual/360
  
4.1000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
35
  
WFB
  
Super 8 University,  Austin
  
5526 North Interstate 35
  
Austin
  
TX
  
78751
  
6,100,000.00
  
6,089,321.34
  
Amortizing Balloon
  
34,671.99
  
Actual/360
  
4.7200%
  
0.06675%
  
5/1/2015
  
4/1/2025
  
120
  
119
36
  
WFB
  
Quality Inn & Suites, San Antonio
  
9522 Brimhall Road
  
San Antonio
  
TX
  
78254
  
2,500,000.00
  
2,495,623.50
  
Amortizing Balloon
  
14,209.83
  
Actual/360
  
4.7200%
  
0.06675%
  
5/1/2015
  
4/1/2025
  
120
  
119
37
  
CIIICM
  
Suburban Chicago Retail Portfolio
  
Various
  
Various
  
IL
  
Various
  
8,500,000.00
  
8,488,806.75
  
Amortizing Balloon
  
43,068.25
  
Actual/360
  
4.5000%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
                              
MORTGAGE LOAN SCHEDULE
                                  
                                   
Mortgage Loan Number
  
Mortgage Loan Seller
  
Property Name
  
Address
  
City
  
State
  
Zip Code
  
Original Principal Balance ($)
  
Cut-off Date Principal Balance ($)
  
Loan Amortization Type
  
Monthly P&I Payment ($)
  
Interest Accrual Basis
  
Mortgage Rate
  
Administrative Fee Rate
  
Payment Due Date
  
Stated Maturity Date or Anticipated Repayment Date
  
Original Term to Maturity or ARD (Mos.)
  
Remaining Term to Maturity or ARD(Mos.)
37.01
  
CIIICM
  
Briarwood Retail Center
  
1473-1491 South Randall Road
  
Algonquin
  
IL
  
60102
  
2,930,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.02
  
CIIICM
  
Apple Valley Retail Center
  
941 South Route 59
  
Bartlett
  
IL
  
60103
  
2,600,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.03
  
CIIICM
  
Eola Retail Center
  
1242 N Eola Road
  
Aurora
  
IL
  
60502
  
2,010,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.04
  
CIIICM
  
County Line Retail Center
  
1409-1417 Commerce Drive
  
Algonquin
  
IL
  
60102
  
960,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
38
  
WFB
  
Space Park East Industrial Portfolio
  
3201-3500 Ambrose Avenue
  
Nashville
  
TN
  
37207
  
8,350,000.00
  
8,350,000.00
  
Interest-only, Balloon
  
27,306.82
  
Actual/360
  
3.8600%
  
0.06675%
  
6/11/2015
  
5/11/2025
  
120
  
120
39
  
WFB
  
Hampton Inn Great Valley
  
635 Lancaster Avenue
  
Frazer
  
PA
  
19355
  
8,200,000.00
  
8,200,000.00
  
Interest-only, Amortizing Balloon
  
42,528.30
  
Actual/360
  
4.7000%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
40
  
RMF
  
Staybridge Suites IAH
  
1910 North Sam Houston Parkway East
  
Houston
  
TX
  
77032
  
7,200,000.00
  
7,186,494.86
  
Amortizing Balloon
  
39,005.14
  
Actual/360
  
4.2500%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
41
  
CIIICM
  
Town Square East
  
2260 East Palmdale Boulevard
  
Palmdale
  
CA
  
93550
  
7,000,000.00
  
7,000,000.00
  
Amortizing Balloon
  
35,053.26
  
Actual/360
  
4.4000%
  
0.02675%
  
6/5/2015
  
5/5/2025
  
120
  
120
42
  
Basis
  
Hampton Inn Birmingham Trussville
  
1940 Edwards Lakes Road
  
Birmingham
  
AL
  
35235
  
6,900,000.00
  
6,900,000.00
  
Amortizing Balloon
  
34,961.29
  
Actual/360
  
4.5000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
43
  
RMF
  
Shoppes of Hillsboro
  
2201-2215 West Hillsboro Boulevard
  
Deerfield Beach
  
FL
  
33442
  
6,825,000.00
  
6,825,000.00
  
Interest-only, Amortizing Balloon
  
32,191.35
  
Actual/360
  
3.9000%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
44
  
RMF
  
Chaparral Plaza
  
2608-2628 Long Prairie Road
  
Flower Mound
  
TX
  
75022
  
6,780,000.00
  
6,780,000.00
  
Interest-only, Amortizing Balloon
  
34,031.74
  
Actual/360
  
4.4200%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
45
  
CIIICM
  
TownePlace Suites York
  
2789 Concord Road
  
York
  
PA
  
17402
  
6,550,000.00
  
6,533,123.97
  
Amortizing Balloon
  
41,438.53
  
Actual/360
  
4.5000%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
46
  
WFB
  
CT Storage - Gardena
  
13401 South Western Avenue
  
Gardena
  
CA
  
90249
  
6,300,000.00
  
6,300,000.00
  
Interest-only, Amortizing Balloon
  
30,149.85
  
Actual/360
  
4.0200%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
47
  
RMF
  
Holiday Inn Express Waynesboro
  
20 Windigrove Drive
  
Waynesboro
  
VA
  
22980
  
6,000,000.00
  
5,981,426.65
  
Amortizing Balloon
  
35,954.86
  
Actual/360
  
5.2500%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
48
  
Basis
  
Holiday Inn Express - Sweetwater
  
300 Southeast Georgia Avenue
  
Sweetwater
  
TX
  
79556
  
6,000,000.00
  
5,975,448.00
  
Amortizing Balloon
  
30,401.12
  
Actual/360
  
4.5000%
  
0.02675%
  
3/1/2015
  
2/1/2025
  
120
  
117
49
  
RMF
  
Norchester Village Shopping Center
  
10966 Grant Road
  
Houston
  
TX
  
77070
  
5,900,000.00
  
5,889,455.73
  
Amortizing Balloon
  
33,062.60
  
Actual/360
  
4.5800%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
50
  
Basis
  
South Hampton Townhomes
  
3174, 3274, and 3374 South 36th Avenue
  
Grand Forks
  
ND
  
58201
  
5,600,000.00
  
5,600,000.00
  
Amortizing Balloon
  
26,896.93
  
Actual/360
  
4.0500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
51
  
RMF
  
Candlewood Suites Indianapolis Northwest
  
7455 Woodland Drive
  
Indianapolis
  
IN
  
46278
  
5,600,000.00
  
5,593,431.50
  
Amortizing Balloon
  
30,508.50
  
Actual/360
  
5.1300%
  
0.06675%
  
5/6/2015
  
4/6/2025
  
120
  
119
52
  
CIIICM
  
Copper Country MHP & Mini Storage
  
5900 North Main Street
  
Globe
  
AZ
  
85501
  
5,550,000.00
  
5,550,000.00
  
Interest-only, Amortizing Balloon
  
28,551.35
  
Actual/360
  
4.6300%
  
0.02675%
  
5/5/2015
  
4/5/2020
  
60
  
59
53
  
RMF
  
Dix-Toledo Shopping Center
  
15060-15310 Dix Toledo Highway
  
Southgate
  
MI
  
48195
  
5,100,000.00
  
5,092,781.88
  
Amortizing Balloon
  
24,643.12
  
Actual/360
  
4.1000%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
54
  
CIIICM
  
Hobby Lobby Center
  
1160 Vann Drive
  
Jackson
  
TN
  
38305
  
5,040,000.00
  
5,033,093.63
  
Amortizing Balloon
  
24,882.37
  
Actual/360
  
4.2800%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
55
  
WFB
  
Lindsay Square
  
2295-2335 South Lindsay Road; 870-884 East Williams Field Road
  
Gilbert
  
AZ
  
85295
  
4,987,500.00
  
4,987,500.00
  
Interest-only, Amortizing Balloon
  
23,897.43
  
Actual/360
  
4.0300%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
56
  
CIIICM
  
Holiday Inn Express Palatka
  
3813 Reid Street
  
Palatka
  
FL
  
32177
  
4,925,000.00
  
4,925,000.00
  
Amortizing Balloon
  
26,818.67
  
Actual/360
  
4.3000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
57
  
WFB
  
Palmerone Farms
  
1282 NY Route 300
  
Newburgh
  
NY
  
12550
  
4,850,000.00
  
4,843,318.00
  
Amortizing Balloon
  
23,859.08
  
Actual/360
  
4.2500%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
58
  
Basis
  
Hampton Inn - Brownwood
  
1103 Riverside Drive
  
Brownwood
  
TX
  
76801
  
4,500,000.00
  
4,500,000.00
  
Amortizing Balloon
  
25,012.46
  
Actual/360
  
4.5000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
59
  
CIIICM
  
Holiday MHC
  
6701 West 12th Street
  
Sioux Falls
  
SD
  
57105
  
4,500,000.00
  
4,500,000.00
  
Interest-only, Amortizing Balloon
  
23,691.61
  
Actual/360
  
4.8300%
  
0.02675%
  
5/1/2015
  
4/1/2020
  
60
  
59
60
  
Basis
  
Price Cutter
  
335 West Bypass
  
Springfield
  
MO
  
65802
  
4,500,000.00
  
4,500,000.00
  
Amortizing Balloon
  
22,747.39
  
Actual/360
  
4.4800%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
61
  
RMF
  
Metro Station
  
2252 South Kirkman Road
  
Orlando
  
FL
  
32811
  
4,275,000.00
  
4,275,000.00
  
Interest-only, Amortizing Balloon
  
21,559.31
  
Actual/360
  
4.4600%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
62
  
RMF
  
Walgreens Forest VA
  
17421 Forest Road
  
Forest
  
VA
  
24551
  
4,250,000.00
  
4,250,000.00
  
Interest-only, Amortizing Balloon
  
20,535.93
  
Actual/360
  
4.1000%
  
0.02675%
  
6/6/2015
  
5/6/2025
  
120
  
120
63
  
CIIICM
  
Westmoreland Commons
  
841-853 Shugart Road
  
Dalton
  
GA
  
30720
  
4,250,000.00
  
4,250,000.00
  
Interest-only, Amortizing Balloon
  
20,412.85
  
Actual/360
  
4.0500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
64
  
Basis
  
Willows Apartment
  
49330 Carlos Road
  
Chesterfield Township
  
MI
  
48051
  
4,200,000.00
  
4,200,000.00
  
Amortizing Balloon
  
20,294.33
  
Actual/360
  
4.1000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
65
  
CIIICM
  
Gateway Center
  
980 Industrial Parkway
  
Saraland
  
AL
  
36571
  
3,900,000.00
  
3,900,000.00
  
Interest-only, Amortizing Balloon
  
20,931.74
  
Actual/360
  
4.1600%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
66
  
CIIICM
  
Planet Self Storage - Hyde Park
  
1637 Hyde Park Avenue
  
Boston
  
MA
  
02135
  
3,890,000.00
  
3,890,000.00
  
Interest-only, Amortizing Balloon
  
19,090.94
  
Actual/360
  
4.2300%
  
0.02675%
  
4/1/2015
  
3/1/2025
  
120
  
118
67
  
RMF
  
Winding Woods
  
301-375 Winding Woods Drive
  
O’Fallon
  
MO
  
63366
  
3,810,000.00
  
3,810,000.00
  
Interest-only, Balloon
  
13,221.55
  
Actual/360
  
4.0960%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
68
  
RMF
  
6202 West Park Boulevard
  
6202 West Park Boulevard
  
Plano
  
TX
  
75093
  
3,750,000.00
  
3,750,000.00
  
Interest-only, Amortizing ARD
  
18,623.80
  
Actual/360
  
4.3300%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
69
  
Basis
  
Champions on Luther
  
901 West Luther Street
  
College Station
  
TX
  
77840
  
3,750,000.00
  
3,750,000.00
  
Interest-only, Amortizing Balloon
  
18,667.94
  
Actual/360
  
4.3500%
  
0.02675%
  
3/1/2015
  
2/1/2025
  
120
  
117
70
  
CIIICM
  
Park Village MHC
  
1623 10th Avenue Southwest
  
Aberdeen
  
SD
  
57401
  
3,750,000.00
  
3,745,061.80
  
Amortizing Balloon
  
19,000.70
  
Actual/360
  
4.5000%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
71
  
WFB
  
Lions Head Office Park
  
35 Beaverson Boulevard
  
Brick
  
NJ
  
08723
  
3,700,000.00
  
3,700,000.00
  
Amortizing Balloon
  
18,223.44
  
Actual/360
  
4.2600%
  
0.11675%
  
6/1/2015
  
5/1/2025
  
120
  
120
72
  
CIIICM
  
Country Air & Moore Manor
  
Various
  
Various
  
SC
  
Various
  
3,640,000.00
  
3,635,445.49
  
Amortizing Balloon
  
19,053.84
  
Actual/360
  
4.7800%
  
0.02675%
  
5/5/2015
  
4/5/2025
  
120
  
119
72.01
  
CIIICM
  
Moore Manor MHP
  
1600 Oakwood Drive
  
West Columbia
  
SC
  
29169
  
2,055,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
72.02
  
CIIICM
  
Country Air MHP
  
2212 West Georgia Road
  
Simpsonville
  
SC
  
29680
  
1,585,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
73
  
WFB
  
Fondren Corner
  
2906 & 2914 North State Street
  
Jackson
  
MS
  
39216
  
3,600,000.00
  
3,591,023.16
  
Amortizing Balloon
  
21,426.84
  
Actual/360
  
4.1500%
  
0.08675%
  
5/11/2015
  
4/11/2025
  
120
  
119
74
  
CIIICM
  
Bryant Circle Self Storage
  
412 Bryant Circle
  
Ojai
  
CA
  
93023
  
3,500,000.00
  
3,500,000.00
  
Interest-only, Amortizing Balloon
  
16,972.91
  
Actual/360
  
4.1300%
  
0.02675%
  
5/5/2015
  
4/5/2025
  
120
  
119
75
  
CIIICM
  
Planet Self Storage - New Milford
  
156 Danbury Road
  
New Milford
  
CT
  
06776
  
3,500,000.00
  
3,500,000.00
  
Interest-only, Amortizing Balloon
  
17,176.94
  
Actual/360
  
4.2300%
  
0.02675%
  
4/1/2015
  
3/1/2025
  
120
  
118
76
  
Basis
  
Holleman Village Apartments
  
1101 Gridiron Drive
  
College Station
  
TX
  
77840
  
3,450,000.00
  
3,450,000.00
  
Interest-only, Amortizing Balloon
  
17,174.51
  
Actual/360
  
4.3500%
  
0.02675%
  
3/1/2015
  
2/1/2025
  
120
  
117
77
  
WFB
  
Boynton Place
  
302, 306, 310 North Congress Avenue
  
Boynton Beach
  
FL
  
33426
  
3,350,000.00
  
3,350,000.00
  
Interest-only, Amortizing Balloon
  
16,303.96
  
Actual/360
  
4.1600%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
78
  
RMF
  
6100 West Park Boulevard
  
6100 West Park Boulevard
  
Plano
  
TX
  
75093
  
3,250,000.00
  
3,250,000.00
  
Interest-only, Amortizing ARD
  
16,447.97
  
Actual/360
  
4.4900%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
79
  
WFB
  
Salem Mini Storage
  
5585 Commercial Street Southeast
  
Salem
  
OR
  
97306
  
3,100,000.00
  
3,100,000.00
  
Amortizing Balloon
  
14,835.64
  
Actual/360
  
4.0200%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
80
  
WFB
  
Ten Haggerty
  
39500 West 10 Mile Road
  
Novi
  
MI
  
48375
  
2,775,000.00
  
2,775,000.00
  
Interest-only, Amortizing Balloon
  
13,473.22
  
Actual/360
  
4.1400%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
81
  
CIIICM
  
High Acres & Fairdale MHC
  
3157 Dutch Hollow Road
  
Bemus Point
  
NY
  
14712
  
2,750,000.00
  
2,750,000.00
  
Amortizing Balloon
  
15,285.39
  
Actual/360
  
4.5000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
82
  
WFB
  
The Shops at Wimbledon
  
24225 & 24235 Kuykendahl Road
  
Tomball
  
TX
  
77375
  
2,625,000.00
  
2,625,000.00
  
Interest-only, Amortizing Balloon
  
12,683.96
  
Actual/360
  
4.1000%
  
0.07675%
  
5/11/2015
  
4/11/2025
  
120
  
119
83
  
CIIICM
  
Road Runner Sports Facility
  
5549-5553 Copley Drive
  
San Diego
  
CA
  
92111
  
4,400,000.00
  
2,588,991.50
  
Amortizing Balloon
  
31,211.00
  
30/360
  
7.0400%
  
0.02675%
  
12/1/1999
  
11/1/2019
  
240
  
54
84
  
CIIICM
  
Rite Aid Kenmore
  
17562 68th Avenue NE
  
Kenmore
  
WA
  
98028
  
2,500,000.00
  
2,500,000.00
  
Amortizing Balloon
  
14,038.09
  
Actual/360
  
4.6000%
  
0.02675%
  
6/5/2015
  
5/5/2025
  
120
  
120
85
  
CIIICM
  
Long Lake Square Office
  
70 West Long Lake Road
  
Troy
  
MI
  
48198
  
2,200,000.00
  
2,200,000.00
  
Amortizing Balloon
  
12,290.83
  
Actual/360
  
4.5500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
86
  
WFB
  
Walmart Plaza - Pad Sites, Neptune
  
3585-3595 NJ Route 66
  
Neptune
  
NJ
  
07753
  
1,900,000.00
  
1,900,000.00
  
Amortizing Balloon
  
9,291.33
  
Actual/360
  
4.2000%
  
0.11675%
  
6/1/2015
  
5/1/2025
  
120
  
120
87
  
CIIICM
  
Granada Square Apartments
  
3416 Chicot Street
  
Pascagoula
  
MS
  
39581
  
1,900,000.00
  
1,900,000.00
  
Amortizing Balloon
  
10,141.63
  
Actual/360
  
4.9500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
88
  
CIIICM
  
Granite Falls Mini Storage
  
406 North Alder Road, 407 East Stanley Street & 102, 104, & 108 North Alder
  
Granite Falls
  
WA
  
98252
  
1,820,000.00
  
1,820,000.00
  
Amortizing Balloon
  
9,714.61
  
Actual/360
  
4.9500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
89
  
WFB
  
Grand Rapids Retail
  
3303 Alpine Avenue Northwest
  
Grand Rapids
  
MI
  
49544
  
1,700,000.00
  
1,697,554.97
  
Amortizing Balloon
  
8,125.86
  
Actual/360
  
4.0100%
  
0.05675%
  
5/11/2015
  
4/11/2025
  
120
  
119
90
  
RMF
  
Franklin Woods Apartments
  
11 Plains Court
  
Franklin
  
NH
  
03235
  
1,635,000.00
  
1,631,013.82
  
Amortizing Balloon
  
8,430.66
  
Actual/360
  
4.6500%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
91
  
CIIICM
  
Mellodee Thornton MHP
  
2340 West Victory Road
  
Boise
  
ID
  
83705
  
1,600,000.00
  
1,597,942.31
  
Amortizing Balloon
  
8,231.02
  
Actual/360
  
4.6300%
  
0.02675%
  
5/5/2015
  
4/5/2025
  
120
  
119
92
  
WFB
  
Bridge Commerce Center C & D
  
20992 Bridge Street
  
Southfield
  
MI
  
48033
  
1,600,000.00
  
1,596,901.41
  
Amortizing Balloon
  
8,471.92
  
Actual/360
  
4.0300%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
93
  
CIIICM
  
Blue Ridge Self Storage
  
24 Paisley Mountain Road
  
Cashiers
  
NC
  
28717
  
1,600,000.00
  
1,596,218.49
  
Amortizing Balloon
  
10,781.51
  
Actual/360
  
5.2500%
  
0.02675%
  
5/1/2015
  
4/1/2020
  
60
  
59
94
  
CIIICM
  
Phoenix Estates MHP
  
202 Lingering Lane
  
Deland
  
FL
  
32724
  
1,550,000.00
  
1,548,042.72
  
Amortizing Balloon
  
8,066.86
  
Actual/360
  
4.7300%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
95
  
WFB
  
Walmart Plaza - Inline, Cobleskill
  
123 Merchant Plaza
  
Cobleskill
  
NY
  
12043
  
1,500,000.00
  
1,500,000.00
  
Amortizing Balloon
  
7,335.26
  
Actual/360
  
4.2000%
  
0.11675%
  
6/1/2015
  
5/1/2025
  
120
  
120
96
  
WFB
  
Tasman Retail
  
2203-2215 Tasman Drive
  
Santa Clara
  
CA
  
95054
  
1,500,000.00
  
1,497,857.96
  
Amortizing Balloon
  
7,204.54
  
Actual/360
  
4.0500%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
97
  
CIIICM
  
Out O’Space Storage Pensacola
  
540 East Fairfield Drive
  
Pensacola
  
FL
  
32503
  
1,450,000.00
  
1,450,000.00
  
Interest-only, Amortizing Balloon
  
7,116.16
  
Actual/360
  
4.2300%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
98
  
CIIICM
  
CVS and Pet Supplies Plus
  
207-209 Market Street
  
Brighton
  
MA
  
02135
  
3,510,000.00
  
1,020,869.40
  
Fully Amortizing
  
27,551.11
  
30/360
  
7.1600%
  
0.02675%
  
12/1/1998
  
11/1/2018
  
240
  
42
99
  
CIIICM
  
Walgreens Plaza
  
1425 Massachusetts Avenue
  
Arlington
  
MA
  
02174
  
3,415,000.00
  
993,237.03
  
Fully Amortizing
  
26,805.43
  
30/360
  
7.1600%
  
0.02675%
  
12/1/1998
  
11/1/2018
  
240
  
42
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
      
MORTGAGE LOAN SCHEDULE
              
               
Mortgage Loan Number
  
Mortgage Loan Seller
  
Property Name
  
Amortization Term (Original) (Mos.)
  
Amortization Term (Remaining) (Mos.)
  
Cross Collateralized and Cross Defaulted Loan Flag
  
Prepayment Provisions
  
Ownership Interest
  
Grace Period Late (Days)
  
Secured by LOC (Y/N)
  
LOC Amount
  
Borrower Name
  
Master Servicing Fee Rate
1
  
RMF
  
TKG 2 Portfolio
  
0
  
0
  
 
  
L(24),GRTR 1% or YM(92),O(4)
  
Various
  
0
  
N
  
NAP
  
TKG Castle Rock Colorado, LLC; TKG Fairhaven Commons, LLC; TKG Meridian Towne Centre, LLC; TKG Spring Prairie Development, LLC; Shreve Center DE, L.L.C.; Shreve Center Lot 10, L.L.C.
  
0.02000%
1.01
  
RMF
  
University Place
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.02
  
RMF
  
Fairhaven Commons
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.03
  
RMF
  
Castle Rock Shoppes
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.04
  
RMF
  
Meridian Towne Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.05
  
RMF
  
Spring Prairie Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
2
  
WFB
  
Harden Ranch Plaza
  
300
  
300
  
 
  
L(25),D(88),O(7)
  
Fee
  
5
  
N
  
NAP
  
Salinas Shopping Center Associates Limited Partnership; Harden Ranch Plaza Associates, LLC
  
0.02000%
3
  
WFB
  
Eastgate One Phases I-VII & XII
  
360
  
360
  
 
  
L(23),GRTR 1% or YM(2),GRTR 1% or YM or D(90),O(5)
  
Fee
  
0
  
N
  
NAP
  
Irvine Eastgate Office I LLC
  
0.01000%
4
  
WFB
  
RPC Northeast Storage Portfolio
  
0
  
0
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
RPC Bloomington, LLC; RPC Owensboro, LLC; RPC Frederick 76, LLC; RPC Frederick 115, LLC; RPC Frederick 7315, LLC; RPC Andover, LLC; RPC Chalfont, LLC; RPC Downingtown 4600, LLC; RPC Stroudsburg, LLC; RPC Hanover 153, LLC; RPC Hanover 10, LLC; RPC York 154, LLC; RPC Harrisburg, LLC; RPC Downingtown 321, LLC; RPC Dunmore, LLC; RPC West Chester, LLC; RPC York 900, LLC; RPC York 2199, LLC
  
0.02000%
4.01
  
WFB
  
1008 Greenhill Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.02
  
WFB
  
4600 Edges Mill Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.03
  
WFB
  
154 Leaders Heights Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.04
  
WFB
  
76 Wormans Mill CT
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.05
  
WFB
  
321 West Uwchlan Avenue
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.06
  
WFB
  
3950 West Jonathan Drive
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.07
  
WFB
  
202-324 Dartmouth
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.08
  
WFB
  
115 Wormans Mill CT
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.09
  
WFB
  
329 West Butler Avenue
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.10
  
WFB
  
2440 O’Bryan Boulevard
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.11
  
WFB
  
173 Stanhope Sparta Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.12
  
WFB
  
7315 Industry Ln
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.13
  
WFB
  
5630 Linglestown Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.14
  
WFB
  
1030 Reeves Street
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.15
  
WFB
  
2199 Parklyn Drive
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.16
  
WFB
  
900 Vogelsong Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.17
  
WFB
  
153 Pumping Station Road
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.18
  
WFB
  
10 Roller Circle
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
5
  
WFB
  
Eastgate Two Phases VIII-X
  
360
  
360
  
 
  
L(23),GRTR 1% or YM(2),GRTR 1% or YM or D(90),O(5)
  
Fee
  
0
  
N
  
NAP
  
Irvine Eastgate Office II LLC
  
0.01000%
6
  
WFB
  
3 Beaver Valley Road
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Medistar Beaver Valley, LLC
  
0.02000%
7
  
WFB
  
Encino Financial Center
  
360
  
360
  
 
  
L(24),D(89),O(7)
  
Fee
  
5
  
N
  
NAP
  
EFC Investors, Ltd.
  
0.02000%
8
  
WFB
  
Milestone Portfolio
  
360
  
358
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Freezestore Medley LLC, Milestone Jacksonville LLC, and Milestone Beaver Creek LLC
  
0.06000%
8.01
  
WFB
  
Preferred Freezer
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.02
  
WFB
  
Veritiv
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.03
  
WFB
  
Best Buy
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
9
  
WFB
  
The Automatic Lofts
  
360
  
360
  
 
  
L(25),GRTR 1% or YM(31),O(4)
  
Fee
  
5
  
N
  
NAP
  
Automatic Lofts LLC
  
0.02000%
10
  
RMF
  
7979 Westheimer Apartment Homes
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
0
  
N
  
NAP
  
New Rama Krishna Properties, LLC
  
0.02000%
11
  
RMF
  
Brickyard Square
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
0
  
N
  
NAP
  
Waterstone Retail Epping, LLC
  
0.01000%
12
  
RMF
  
Flatiron Hotel
  
Customized
  
Customized
  
 
  
L(24),D(91),O(5)
  
Fee
  
0
  
N
  
NAP
  
1141 Realty Owner LLC
  
0.02000%
13
  
WFB
  
Home Market Foods
  
360
  
359
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Dowe Realty, LLC
  
0.02000%
14
  
WFB
  
Chester Mall Shopping Center
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Chester Mall, L.L.C.
  
0.02000%
15
  
WFB
  
Old Colony Square
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Grand Street Realty, L.L.C.
  
0.10000%
16
  
Basis
  
3800 Embassy Parkway
  
360
  
360
  
 
  
L(24),D(94),O(2)
  
Fee
  
5
  
N
  
NAP
  
Embassy Fairlawn, LLC
  
0.02000%
17
  
RMF
  
Courtyard Marriott Harrisburg
  
360
  
358
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Columbia Properties Harrisburg, LLC
  
0.02000%
18
  
WFB
  
3700 Buffalo Speedway
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Moody National Buffalo Speedway DST
  
0.02000%
19
  
CIIICM
  
REL Commons
  
360
  
360
  
 
  
L(26),D(91),O(3)
  
Fee
  
0
  
N
  
NAP
  
R E L Commons, LLC; Exeter Retail, LLC
  
0.02000%
19.01
  
CIIICM
  
Exeter Commons
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.02
  
CIIICM
  
Littleton Commons
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.03
  
CIIICM
  
Spaulding Commons
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20
  
CIIICM
  
CubeSmart Portfolio II
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
AMS I Saginaw Investments, LP; PRH V, LLC; PRH VII, LLC; Storage Works USA, LLC
  
0.02000%
20.01
  
CIIICM
  
CubeSmart AAA Friendly
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.02
  
CIIICM
  
CubeSmart Shreveport
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.03
  
CIIICM
  
CubeSmart Saginaw
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.04
  
CIIICM
  
CubeSmart Tyler
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
21
  
Basis
  
Cedar Hills Shopping Center
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
Cedar Hills Consolidated, LLC
  
0.02000%
22
  
WFB
  
Washington Square
  
360
  
360
  
 
  
L(27),D(29),O(4)
  
Leasehold
  
5
  
N
  
NAP
  
United Suites at Washington Square, LLC
  
0.06000%
23
  
RMF
  
Tarkanian Professional Center
  
360
  
360
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
TPC 2 & 6, LLC
  
0.02000%
24
  
CIIICM
  
Sherlock Storage Portfolio
  
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Sherlock Investments-Bothell, LLC; Sherlock Investments-Woodinville, LLC
  
0.02000%
24.01
  
CIIICM
  
Sherlock Self Storage Woodinville
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
24.02
  
CIIICM
  
Sherlock Self Storage Bothell
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
25
  
Basis
  
Bartonsville Square
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
DEPG Stroud Associates, II, L.P.
  
0.02000%
26
  
CIIICM
  
CubeSmart Portfolio I
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
PRH III, LLC; PRH IV, LLC; PRH VI, LLC
  
0.02000%
26.01
  
CIIICM
  
CubeSmart Corpus Christi
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.02
  
CIIICM
  
CubeSmart Hollytree
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.03
  
CIIICM
  
CubeSmart Pensacola
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
27
  
RMF
  
Newtown Office Building
  
360
  
360
  
 
  
L(47),GRTR 1% or YM(69),O(4)
  
Fee
  
0
  
N
  
NAP
  
826 Newtown Associates, LP
  
0.02000%
28
  
WFB
  
Lincoln View Plaza
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Lincoln View Plaza LLC
  
0.06000%
29
  
WFB
  
Reservoir Industrial Center
  
0
  
0
  
 
  
L(24),D(89),O(7)
  
Fee
  
5
  
N
  
NAP
  
Reservoir Industrial Center, LLC
  
0.02000%
30
  
RMF
  
Commerce Point I & II
  
360
  
360
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
3800-3850 Wilke L.L.C.
  
0.01000%
31
  
WFB
  
AAA Self Storage - Chatsworth
  
0
  
0
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
AAA Self-Storage, LLC
  
0.02000%
32
  
WFB
  
Apple - Residence Inn Westford 2
  
300
  
299
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Apple Eight SPE Westford, Inc.
  
0.02000%
33
  
Basis
  
Mi Casita
  
300
  
300
  
Crossed Portfolio A
  
L(24),D(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
Rama Northwood Villas LLC
  
0.02000%
34
  
Basis
  
Su Casita
  
300
  
300
  
Crossed Portfolio A
  
L(24),D(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
Sita Northwood Villas LLC
  
0.02000%
35
  
WFB
  
Super 8 University,  Austin
  
300
  
299
  
Crossed Portfolio B
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Alyna East Hotel Management LLC
  
0.06000%
36
  
WFB
  
Quality Inn & Suites, San Antonio
  
300
  
299
  
Crossed Portfolio B
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Alyna West Hotel Management LLC
  
0.06000%
37
  
CIIICM
  
Suburban Chicago Retail Portfolio
  
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Apple Valley Partners, LLC; Briarwood Retail Partners, LLC; County Line Commercial, LLC; Eola & Aurora Partners, L.L.C.
  
0.02000%
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
          
MORTGAGE LOAN SCHEDULE
                  
                   
Mortgage Loan Number
  
Mortgage Loan Seller
  
Property Name
  
Amortization Term (Original) (Mos.)
  
Amortization Term (Remaining) (Mos.)
  
Cross Collateralized and Cross Defaulted Loan Flag
  
Prepayment Provisions
  
Ownership Interest
  
Grace Period Late (Days)
  
Secured by LOC (Y/N)
  
LOC Amount
  
Borrower Name
  
Master Servicing Fee Rate
37.01
  
CIIICM
  
Briarwood Retail Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.02
  
CIIICM
  
Apple Valley Retail Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.03
  
CIIICM
  
Eola Retail Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.04
  
CIIICM
  
County Line Retail Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
38
  
WFB
  
Space Park East Industrial Portfolio
  
0
  
0
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Space Park Realty Partners II; HDJ Space Park East, LLC; Hickory Woods Partners, LLC
  
0.06000%
39
  
WFB
  
Hampton Inn Great Valley
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Moody National Lancaster-Frazer Holding, LLC
  
0.02000%
40
  
RMF
  
Staybridge Suites IAH
  
300
  
299
  
 
  
L(25),D(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
Riya Development, LP
  
0.02000%
41
  
CIIICM
  
Town Square East
  
360
  
360
  
 
  
L(24),D(90),O(6)
  
Fee
  
0
  
N
  
NAP
  
2200 Town Square East LLC
  
0.02000%
42
  
Basis
  
Hampton Inn Birmingham Trussville
  
360
  
360
  
 
  
L(24),D(94),O(2)
  
Fee
  
5
  
N
  
NAP
  
Trussville Hospitality, LLC
  
0.02000%
43
  
RMF
  
Shoppes of Hillsboro
  
360
  
360
  
 
  
L(25),D(90),O(5)
  
Fee
  
0
  
N
  
NAP
  
Bref Hillsboro LLC; Dhanya of Miami Inc.
  
0.02000%
44
  
RMF
  
Chaparral Plaza
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
10
  
N
  
NAP
  
Chaparral Plaza Flower Mound, TX. LLC
  
0.02000%
45
  
CIIICM
  
TownePlace Suites York
  
240
  
239
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
AVA Realty York-2, LLC
  
0.02000%
46
  
WFB
  
CT Storage - Gardena
  
360
  
360
  
 
  
L(25),D(82),O(13)
  
Fee
  
5
  
N
  
NAP
  
CT Storage - Gardena LLC
  
0.02000%
47
  
RMF
  
Holiday Inn Express Waynesboro
  
300
  
298
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Raj Group LLC
  
0.02000%
48
  
Basis
  
Holiday Inn Express - Sweetwater
  
360
  
357
  
 
  
L(27),D(91),O(2)
  
Fee
  
5
  
N
  
NAP
  
Sweetwater Assets, LLC
  
0.02000%
49
  
RMF
  
Norchester Village Shopping Center
  
300
  
299
  
 
  
L(35),GRTR 1% or YM(81),O(4)
  
Fee
  
0
  
N
  
NAP
  
WP Norchester, LP
  
0.02000%
50
  
Basis
  
South Hampton Townhomes
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
7
  
N
  
NAP
  
South Hampton Townhomes, Inc.
  
0.02000%
51
  
RMF
  
Candlewood Suites Indianapolis Northwest
  
360
  
359
  
 
  
L(25),D(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
GDR Hospitality II, LLC
  
0.06000%
52
  
CIIICM
  
Copper Country MHP & Mini Storage
  
360
  
360
  
 
  
L(25),D(32),O(3)
  
Fee
  
0
  
N
  
NAP
  
Santiago Copper Country, a California Limited Partnership
  
0.02000%
53
  
RMF
  
Dix-Toledo Shopping Center
  
360
  
359
  
 
  
L(25),D(88),O(7)
  
Fee
  
0
  
N
  
NAP
  
Brandon Associates Southgate, L.L.C.
  
0.02000%
54
  
CIIICM
  
Hobby Lobby Center
  
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
1160 Vann Drive Realty Holdings, LLC
  
0.02000%
55
  
WFB
  
Lindsay Square
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
TPP 29 Lindsay, LLC
  
0.02000%
56
  
CIIICM
  
Holiday Inn Express Palatka
  
300
  
300
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
Akal Hospitality LLC
  
0.02000%
57
  
WFB
  
Palmerone Farms
  
360
  
359
  
 
  
L(25),D(91),O(4)
  
Leasehold
  
5
  
N
  
NAP
  
Newburgh Retail Developers, LLC
  
0.02000%
58
  
Basis
  
Hampton Inn - Brownwood
  
300
  
300
  
 
  
L(24),D(94),O(2)
  
Fee
  
10
  
N
  
NAP
  
Brownwood Hospitality Group, Inc.
  
0.02000%
59
  
CIIICM
  
Holiday MHC
  
360
  
360
  
 
  
L(25),D(32),O(3)
  
Fee
  
0
  
N
  
NAP
  
Holiday Sioux Falls, LP
  
0.02000%
60
  
Basis
  
Price Cutter
  
360
  
360
  
 
  
L(24),D(94),O(2)
  
Fee
  
5
  
N
  
NAP
  
Springfield BJ Partners LLC
  
0.02000%
61
  
RMF
  
Metro Station
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
RP Metro Station, LLC
  
0.02000%
62
  
RMF
  
Walgreens Forest VA
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
0
  
N
  
NAP
  
JJR Bratz, LLC
  
0.02000%
63
  
CIIICM
  
Westmoreland Commons
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
GA Dalton Westmoreland, LLC
  
0.02000%
64
  
Basis
  
Willows Apartment
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Willow R, LLC
  
0.02000%
65
  
CIIICM
  
Gateway Center
  
300
  
300
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
HSC Gateway, LLC
  
0.02000%
66
  
CIIICM
  
Planet Self Storage - Hyde Park
  
360
  
360
  
 
  
L(26),GRTR 1% or YM(91),O(3)
  
Fee
  
0
  
N
  
NAP
  
Hyde Park Storage LLC
  
0.02000%
67
  
RMF
  
Winding Woods
  
0
  
0
  
 
  
L(23),GRTR 1% or YM(93),O(4)
  
Fee
  
0
  
N
  
NAP
  
THF Winding Woods Development, L.L.C.
  
0.02000%
68
  
RMF
  
6202 West Park Boulevard
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
10
  
N
  
NAP
  
6202 West Park, Plano TX, LLC
  
0.02000%
69
  
Basis
  
Champions on Luther
  
360
  
360
  
 
  
L(27),D(90),O(3)
  
Fee
  
5
  
N
  
NAP
  
Four Ags Investments II, LP
  
0.02000%
70
  
CIIICM
  
Park Village MHC
  
360
  
359
  
 
  
L(25),D(82),O(13)
  
Fee
  
0
  
N
  
NAP
  
Park Village, LLC
  
0.02000%
71
  
WFB
  
Lions Head Office Park
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
LHOP Holdings L.P.
  
0.11000%
72
  
CIIICM
  
Country Air & Moore Manor
  
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Country Air Moore Mobile Manor MHP, LLC
  
0.02000%
72.01
  
CIIICM
  
Moore Manor MHP
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
72.02
  
CIIICM
  
Country Air MHP
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
73
  
WFB
  
Fondren Corner
  
252
  
251
  
 
  
L(25),D(91),O(4)
  
Fee
  
15
  
N
  
NAP
  
2906 North State, LLC
  
0.08000%
74
  
CIIICM
  
Bryant Circle Self Storage
  
360
  
360
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Calabasas Estates LLC
  
0.02000%
75
  
CIIICM
  
Planet Self Storage - New Milford
  
360
  
360
  
 
  
L(26),GRTR 1% or YM(91),O(3)
  
Fee
  
0
  
N
  
NAP
  
New Milford Limited Partnership
  
0.02000%
76
  
Basis
  
Holleman Village Apartments
  
360
  
360
  
 
  
L(27),D(90),O(3)
  
Fee
  
5
  
N
  
NAP
  
Four Ags Investments I, LP
  
0.02000%
77
  
WFB
  
Boynton Place
  
360
  
360
  
 
  
L(25),GRTR 1% or YM(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Sky Boynton Holdings LLC
  
0.02000%
78
  
RMF
  
6100 West Park Boulevard
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
10
  
N
  
NAP
  
6100 West Park, Plano TX, LLC
  
0.02000%
79
  
WFB
  
Salem Mini Storage
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Uptown-Harrison, LLC
  
0.02000%
80
  
WFB
  
Ten Haggerty
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Novi Medical Properties, LP
  
0.02000%
81
  
CIIICM
  
High Acres & Fairdale MHC
  
300
  
300
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
High Acres-Fairdale II, LLC
  
0.02000%
82
  
WFB
  
The Shops at Wimbledon
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Wimbledon Center, LP
  
0.07000%
83
  
CIIICM
  
Road Runner Sports Facility
  
300
  
114
  
 
  
L(60),GRTR 1% or YM(177),O(3)
  
Fee
  
10
  
N
  
NAP
  
Hamann Kearny Mesa L.P.
  
0.02000%
84
  
CIIICM
  
Rite Aid Kenmore
  
300
  
300
  
 
  
L(24),GRTR 1% or YM(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
BFI-2, LLC
  
0.02000%
85
  
CIIICM
  
Long Lake Square Office
  
300
  
300
  
 
  
L(24),D(92),O(4)
  
Fee
  
0
  
N
  
NAP
  
Long Lake Square L.L.C.
  
0.02000%
86
  
WFB
  
Walmart Plaza - Pad Sites, Neptune
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Red Baron Property Resources Limited Partnership
  
0.11000%
87
  
CIIICM
  
Granada Square Apartments
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
Granada Square Properties LLC
  
0.02000%
88
  
CIIICM
  
Granite Falls Mini Storage
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
Granite Falls Mini Storage Inc.; Alder Additions LLC
  
0.02000%
89
  
WFB
  
Grand Rapids Retail
  
360
  
359
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Grand Rapids One, LLC; Grand Rapids Two, LLC
  
0.05000%
90
  
RMF
  
Franklin Woods Apartments
  
360
  
358
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Franklin Summit Property, LLC
  
0.02000%
91
  
CIIICM
  
Mellodee Thornton MHP
  
360
  
359
  
 
  
L(25),GRTR 1% or YM(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
Mellodee Thornton Park, LLC
  
0.02000%
92
  
WFB
  
Bridge Commerce Center C & D
  
300
  
299
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Bridge Commerce Center 2 LLC
  
0.02000%
93
  
CIIICM
  
Blue Ridge Self Storage
  
240
  
239
  
 
  
L(25),D(32),O(3)
  
Fee
  
0
  
N
  
NAP
  
Blue Ridge Climatized Self Storage SPE, LLC
  
0.02000%
94
  
CIIICM
  
Phoenix Estates MHP
  
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Villas of Florida #2, LLC
  
0.02000%
95
  
WFB
  
Walmart Plaza - Inline, Cobleskill
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
C.P. Plaza Limited Partnership
  
0.11000%
96
  
WFB
  
Tasman Retail
  
360
  
359
  
 
  
L(25),GRTR 1% or YM(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Tasman Retail, LLC
  
0.02000%
97
  
CIIICM
  
Out O’Space Storage Pensacola
  
360
  
360
  
 
  
L(25),GRTR 1% or YM(89),O(6)
  
Fee
  
0
  
N
  
NAP
  
Athena Space, LLC
  
0.02000%
98
  
CIIICM
  
CVS and Pet Supplies Plus
  
240
  
42
  
 
  
L(96),GRTR 1% or YM(140),O(4)
  
Fee
  
5
  
N
  
NAP
  
Michael B. Moskow, as Trustee of Packet Realty Trust
  
0.02000%
99
  
CIIICM
  
Walgreens Plaza
  
240
  
42
  
 
  
L(96),GRTR 1% or YM(140),O(4)
  
Fee
  
5
  
N
  
NAP
  
Michael B. Moskow, as Trustee of Packet Realty Trust
  
0.02000%
 
 
 
 
 
 
SCHEDULE II
 
SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
(under Section 2.02(a) of this Agreement)
 
None.
 
 
S-II-1
 
 
SCHEDULE III
 
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria”, provided that, for the avoidance of doubt this Schedule III shall not require any assessment of any criterion to the extent that the assessment of such criterion is not required under the terms of Regulation AB. In addition, this Schedule III shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the Pooling and Servicing Agreement of which this Schedule III forms a part or to require an assessment of a criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing Agreement.
 
 
Relevant Servicing Criteria
  
Applicable Party(ies)
Reference
Criteria
    
 
General Servicing Considerations
    
       
 
1122(d)(1)(i)
 
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
1122(d)(1)(ii)
 
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
1122(d)(1)(iii)
 
Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
  
 
N/A
 
1122(d)(1)(iv)
 
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
  
 
Master Servicer
Special Servicer
 
1122(d)(1)(v)
 
Aggregation of information, as applicable., is mathematically accurate and the information conveyed accurately reflects the information.1
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
 
Cash Collection and Administration
    
 
1122(d)(2)(i)
 
Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
1122(d)(2)(ii)
 
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
  
 
Certificate Administrator
 
1122(d)(2)(iii)
 
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
  
 
Trustee2
Master Servicer
Special Servicer
 
1122(d)(2)(iv)
 
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
1 The servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015. 
2 Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.
 
 
S-III-1
 
 
 
Relevant Servicing Criteria
  
Applicable Party(ies)
Reference
Criteria
    
 
General Servicing Considerations
    
       
 
1122(d)(2)(v)
 
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
1122(d)(2)(vi)
 
Unissued checks are safeguarded so as to prevent unauthorized access.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
1122(d)(2)(vii)
 
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
  
 
Master Servicer
Special Servicer
 
 
Investor Remittances and Reporting
    
 
1122(d)(3)(i)
 
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
  
 
Certificate Administrator
Trust Advisor*
 
*(C) and (D) are not applicable.
 
1122(d)(3)(ii)
 
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
  
 
Certificate Administrator
 
1122(d)(3)(iii)
 
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
  
 
Certificate Administrator
 
1122(d)(3)(iv)
 
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
  
 
Certificate Administrator
 
 
Pool Asset Administration
    
 
1122(d)(4)(i)
 
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
  
 
Custodian
Master Servicer
Special Servicer
 
1122(d)(4)(ii)
 
Mortgage loan and related documents are safeguarded as required by the transaction agreements.
  
 
Custodian
 
1122(d)(4)(iii)
 
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
  
 
Certificate Administrator
Master Servicer
Special Servicer
 
 
S-III-2
 
 
 
Relevant Servicing Criteria
  
Applicable Party(ies)
Reference
Criteria
    
 
General Servicing Considerations
    
       
 
1122(d)(4)(iv)
 
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
  
 
Master Servicer
 
1122(d)(4)(v)
 
The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
 
 
Master Servicer
 
1122(d)(4)(vi)
 
Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
  
 
Master Servicer
Special Servicer
 
1122(d)(4)(vii)
 
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
  
 
Special Servicer
Trust Advisor
 
1122(d)(4)(viii)
 
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
  
 
Master Servicer
Special Servicer
 
1122(d)(4)(ix)
 
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
  
 
Master Servicer
 
1122(d)(4)(x)
 
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
  
 
Master Servicer
 
1122(d)(4)(xi)
 
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
  
 
Master Servicer
 
1122(d)(4)(xii)
 
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
  
 
Master Servicer
 
1122(d)(4)(xiii)
 
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
  
 
Master Servicer
 
 
S-III-3
 
 
 
Relevant Servicing Criteria
  
Applicable Party(ies)
Reference
Criteria
    
 
General Servicing Considerations
    
       
 
1122(d)(4)(xiv)
 
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
  
 
Master Servicer
 
1122(d)(4)(xv)
 
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
  
 
N/A
 
 
S-III-4
 
 
SCHEDULE IV
 
DESIGNATED SUB-SERVICERS
 
1. GEMSA Loan Services, L.P.
2. Grandbridge Real Estate Capital LLC
3. NRC Group, Inc.
4. Prudential Asset Resources, Inc.
5. PSRS Administrative Services, LLC
6. Wells Fargo Bank, National Association
 
 
S-IV-1
 
 
SCHEDULE V
 
ADDITIONAL FORM 10-D DISCLOSURE
 
The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. If there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer. If there is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer. For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.
 
Item on Form 10-D
  
Party Responsible
  
Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement
  
●     Master Servicer (only with respect to 1121(a)(12) as to non-Specially Serviced Loans)
●     Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)
●     Depositor
●     Certificate Administrator
  
Item 2: Legal Proceedings:
Item 1117 of Regulation AB (to the extent material to Certificateholders)
  
●     Master Servicer (as to itself)
●     Special Servicer (as to itself)
●     Trustee (as to itself)
●     Certificate Administrator (as to itself)
●     Depositor (as to itself)
●     Trust Advisor (as to itself)
●     Any other Reporting Servicer (as to itself)
●     Trustee/Master Servicer/Depositor/Special Servicer as to the Trust
●     Each Mortgage Loan Seller (as to itself and as to each Originator (as contemplated by Item 1110(b) of Regulation AB) of one or more Mortgage Loans sold by such Mortgage Loan Seller)
●     Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
  
Item 3: Sale of Securities and Use of Proceeds
  
●     Depositor
  
 
 
S-V-1
 
 
Item on Form 10-D
  
Party Responsible
  
Item 4: Defaults Upon Senior Securities
  
●     Certificate Administrator
  
Item 5: Submission of Matters to a Vote of Security Holders
  
●     Certificate Administrator
  
Item 6: Significant Obligors of Pool Assets
  
●     Master Servicer
  
Item 7: Significant Enhancement Provider Information
  
●     N/A
  
Item 8: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)
  
●     Certificate Administrator (with respect to the balances of the Distribution Account and the Interest Reserve Account as of the related Distribution Date and the preceding Distribution Date)
●     The Certificate Administrator and any other party responsible for disclosure items on Form 8-K to the extent of such items (which, pursuant to Section 8 of the related Mortgage Loan Purchase Agreement, does not include the Mortgage Loan Sellers)
  
Item 9: Exhibits
  
●     Depositor (exhibits required by Item 601 of Regulation S-K, such as material agreements)
●     Certificate Administrator (Distribution Date Statement)
  
 
 
S-V-2
 
 
SCHEDULE VI
 
ADDITIONAL FORM 10-K DISCLOSURE
 
The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. If there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer. If there is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer. For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.
 
Item on Form 10-K
  
Party Responsible
  
Item 1B: Unresolved Staff Comments
  
●      Depositor
  
Item 9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)
  
●      Any party responsible for disclosure items on Form 8-K to the extent of such items (which, pursuant to Section 8 of the related Mortgage Loan Purchase Agreement, does not include the Mortgage Loan Sellers)
  
Item 15: Exhibits, Financial Statement Schedules
  
●      Certificate Administrator
●      Depositor
  
Additional Item:
Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)
  
●      Master Servicer (as to itself)
●      Special Servicer (as to itself)
●      Certificate Administrator (as to itself)
●      Trustee (as to itself)
●      Depositor (as to itself)
●      Trust Advisor (as to itself)
●      Any other Reporting Servicer (as to itself)
●      Trustee/Certificate Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust
●      Each Mortgage Loan Seller (as to itself and as to each Originator (as contemplated by Item 1110(b) of Regulation AB) of one or more Mortgage Loans sold by such Mortgage Loan Seller)
●      Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
  
 
 
S-VI-1
 
 
Item on Form 10-K
  
Party Responsible
  
Additional Item:
Disclosure per Item 1119 of Regulation AB
  
●      Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3))
●      Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))
●      Certificate Administrator (as to itself) (to the extent material to Certificateholders)
●      Trustee (as to itself) (to the extent material to Certificateholders)
●      Depositor (as to itself)
●      Depositor (as to the Trust)
●      Each Mortgage Loan Seller (as to itself and as to each Originator under Item 1110 of Regulation AB relating to one or more Mortgage Loans sold by such Mortgage Loan Seller)
●      Trust Advisor (as to itself)
●      Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
  
Additional Item:
Disclosure per Item 1112(b) of Regulation AB
  
Master Servicer
  
Additional Item:
Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB
  
N/A
  
 
 
S-VI-2
 
 
SCHEDULE VII
 
FORM 8-K DISCLOSURE INFORMATION
 
The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 11.10 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. If there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer. If there is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer. For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.
 
Item on Form 8-K
  
Party Responsible
  
Item 1.01- Entry into a Material Definitive Agreement
 
Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.
 
Examples: servicing agreement, custodial agreement.
 
Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus
  
●     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements to which such entity is a party or entered into by such party on behalf of the Trust)
  
Item 1.02- Termination of a Material Definitive Agreement
 
Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.
 
Examples: servicing agreement, custodial agreement.
  
●     Trustee/Certificate Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements to which such entity is a party or entered into by such party on behalf of the Trust)
  
Item 1.03- Bankruptcy or Receivership
  
●     Depositor
  
 
 
S-VII-1
 
 
Item on Form 8-K
  
Party Responsible
  
Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
 
Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.
 
Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.
  
●      Depositor
●      Certificate Administrator
  
Item 3.03- Material Modification to Rights of Security Holders
 
Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.
  
●      Certificate Administrator
  
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year
 
Disclosure is required of any amendment “to the governing documents of the issuing entity”.
  
●      Depositor
  
Item 6.01- ABS Informational and Computational Material
  
●      Depositor
  
Item 6.02- Change of Servicer or Trustee
 
Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.
  
●      Master Servicer (as to itself or a servicer retained by it)
●      Special Servicer (as to itself or a servicer retained by it)
●      Certificate Administrator
●      Trustee
●      Depositor
  
Reg AB disclosure about any new servicer or master servicer is also required.
  
●      Master Servicer (as to itself or a servicer retained by it) or Special Servicer (as to itself or a servicer retained by it), as applicable
  
Reg AB disclosure about any new Trustee is also required.
  
●      Trustee
  
Reg AB disclosure about any new Certificate Administrator is also required.
  
●      Certificate Administrator
  
Item 6.03- Change in Credit Enhancement or External Support
  
N/A
  
Item 6.04- Failure to Make a Required Distribution
  
●      Certificate Administrator
  
Item 6.05- Securities Act Updating Disclosure
 
If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.
 
If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.
  
●      Depositor
  
Item 7.01- Regulation FD Disclosure
  
●      Depositor
  
 
 
S-VII-2
 
 
Item on Form 8-K
  
Party Responsible
  
Item 8.01 – Other Events
 
Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.
  
●      Depositor
  
Item 9.01 – Financial Statements and Exhibits
  
●      Responsible party for reporting/disclosing the financial statement or exhibit
  
 
 
S-VII-3
 
 
SCHEDULE VIII
 
INITIAL NOI INFORMATION FOR SIGNIFICANT OBLIGORS
 
None.
 
 
S-VIII-1
 
 
SCHEDULE IX
 
SCHEDULE OF INITIAL SERVICED COMPANION LOAN HOLDER(S)
 
Companion Loan(s)
  
Initial Companion Loan Holder
Eastgate One Phases I-VII & XII and Eastgate Two Phases VIII-X
  
Wells Fargo Commercial Mortgage Trust 2015-NXS1
 
Master Servicer:
Wells Fargo Bank, National Association
Commercial Mortgage Servicing
1901 Harrison Street
Oakland, California 94612
Attention: WFCM 2015-NXS1 Asset Manager
facsimile number: (866) 661-8969
e-mail address: commercial.servicing@wellsfargo.com
 
and
 
Wells Fargo Bank, National Association
Commercial Mortgage Servicing, MAC D1086-120
550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention: WFCM 2015-NXS1 Asset Manager
facsimile number: (704) 715-0036
e-mail address: commercial.servicing@wellsfargo.com
 
with a copy to:
 
Wells Fargo Bank, National Association
Legal Department
301 S. College St., TW-30
Charlotte, North Carolina 28288-0630
Attention: Commercial Mortgage Servicing Legal
Support, Reference: WFCM 2015-NXS1
 
 
Special Servicer
Rialto Capital Advisors, LLC
790 NW 107th Avenue, 4th Floor
Miami, Florida 33172
Attention: Liat Heller
facsimile number: (305) 229 6425
e-mail: liat.heller@rialtocapital.com
 
 
S-IX-1
 
 
   
with copies to:
 
790 NW 107th Avenue, 4th Floor
Miami, Florida 33172
Attention: Jeff Krasnoff
facsimile number (305) 229 6425
e-mail: jeff.krasnoff@rialtocapital.com;
 
790 NW 107th Avenue, 4th Floor
Miami, Florida 33172
Attention: Niral Shah
facsimile number (305) 229 6425
email: niral.shah@rialtocapital.com
 
790 NW 107th Avenue, 4th Floor
Miami, Florida 33172
Attention: Adam Singer
facsimile number (305) 229 6425
email: adam.singer@rialtocapital.com
 
Certificate Administrator
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services – WFCM 2015-NXS1
e-mail address for Exchange Act reporting:
cts.sec.notifications@wellsfargo.com
e-mail address for all other purposes:
trustadministrationgroup@wellsfargo.com
 
Trustee
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: WFCM 2015-NXS1
e-mail address: cmbstrustee@wilmingtontrust.com
 
Brickyard Square
  
Rialto Mortgage Finance, LLC
600 Madison Avenue, 12th Floor
New York, NY 10022
Attention: Andrew Snow
 
with a copy to:
 
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
Attention: Frank Polverino
Facsimile No: (212) 504-6666
 
 
S-IX-2
 
 
Flatiron Hotel
  
RMEZZ Flatiron, LLC
c/o Rialto Capital
790 NW 107th Avenue, Suite 400
Miami, Florida 33172
Attention: Liat Heller
Facsimile No. (305) 229-6425
 
with a copy to:
 
Paul Hastings LLP
75 East 55th Street
New York, New York 10022
Attention: Eric Allendorf, Esq.
Facsimile No.: (212) 230-5173
 
with a copy to:
 
RMEZZ Flatiron, LLC
c/o Rialto Capital
600 Madison Avenue, 12th Floor
New York, New York 10022
Attention: Josh Cromer
Facsimile No.: (212) 751-4646
 
 
S-IX-3
 
 
SCHEDULE X
 
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
 
   
Class A-SB
      
Class A-SB
   
Planned Principal
      
Planned Principal
Distribution Date
  
Balance ($)
  
Distribution Date
  
Balance ($)
June 2015
  
87,186,000.00
    
October 2018
  
87,186,000.00
  
July 2015
  
87,186,000.00
    
November 2018
  
87,186,000.00
  
August 2015
  
87,186,000.00
    
December 2018
  
87,186,000.00
  
September 2015
  
87,186,000.00
    
January 2019
  
87,186,000.00
  
October 2015
  
87,186,000.00
    
February 2019
  
87,186,000.00
  
November 2015
  
87,186,000.00
    
March 2019
  
87,186,000.00
  
December 2015
  
87,186,000.00
    
April 2019
  
87,186,000.00
  
January 2016
  
87,186,000.00
    
May 2019
  
87,186,000.00
  
February 2016
  
87,186,000.00
    
June 2019
  
87,186,000.00
  
March 2016
  
87,186,000.00
    
July 2019
  
87,186,000.00
  
April 2016
  
87,186,000.00
    
August 2019
  
87,186,000.00
  
May 2016
  
87,186,000.00
    
September 2019
  
87,186,000.00
  
June 2016
  
87,186,000.00
    
October 2019
  
87,186,000.00
  
July 2016
  
87,186,000.00
    
November 2019
  
87,186,000.00
  
August 2016
  
87,186,000.00
    
December 2019
  
87,186,000.00
  
September 2016
  
87,186,000.00
    
January 2020
  
87,186,000.00
  
October 2016
  
87,186,000.00
    
February 2020
  
87,186,000.00
  
November 2016
  
87,186,000.00
    
March 2020
  
87,186,000.00
  
December 2016
  
87,186,000.00
    
April 2020
  
87,185,970.28
  
January 2017
  
87,186,000.00
    
May 2020
  
85,940,693.86
  
February 2017
  
87,186,000.00
    
June 2020
  
84,711,035.47
  
March 2017
  
87,186,000.00
    
July 2020
  
83,387,434.34
  
April 2017
  
87,186,000.00
    
August 2020
  
82,148,528.18
  
May 2017
  
87,186,000.00
    
September 2020
  
80,905,135.10
  
June 2017
  
87,186,000.00
    
October 2020
  
79,568,193.92
  
July 2017
  
87,186,000.00
    
November 2020
  
78,341,026.69
  
August 2017
  
87,186,000.00
    
December 2020
  
77,022,729.65
  
September 2017
  
87,186,000.00
    
January 2021
  
75,786,337.51
  
October 2017
  
87,186,000.00
    
February 2021
  
74,545,464.94
  
November 2017
  
87,186,000.00
    
March 2021
  
73,041,377.72
  
December 2017
  
87,186,000.00
    
April 2021
  
71,790,554.78
  
January 2018
  
87,186,000.00
    
May 2021
  
70,449,281.64
  
February 2018
  
87,186,000.00
    
June 2021
  
69,189,063.78
  
March 2018
  
87,186,000.00
    
July 2021
  
67,838,665.65
  
April 2018
  
87,186,000.00
    
August 2021
  
66,568,985.35
  
May 2018
  
87,186,000.00
    
September 2021
  
65,294,703.26
  
June 2018
  
87,186,000.00
    
October 2021
  
63,930,644.97
  
July 2018
  
87,186,000.00
    
November 2021
  
62,621,227.12
  
August 2018
  
87,186,000.00
    
December 2021
  
61,193,621.53
  
September 2018
  
87,186,000.00
    
January 2022
  
59,838,123.05
  
 
 
S-X-1
 
 
   
Class A-SB
      
Class A-SB
   
Planned Principal
      
Planned Principal
Distribution Date
  
Balance ($)
  
Distribution Date
  
Balance ($)
February 2022
  
58,477,679.34
    
November 2023
  
24,311,206.02
  
March 2022
  
56,843,074.93
    
December 2023
  
22,567,333.57
  
April 2022
  
55,471,699.09
    
January 2024
  
20,912,094.87
  
May 2022
  
53,836,934.37
    
February 2024
  
19,250,866.33
  
June 2022
  
52,294,837.99
    
March 2024
  
17,394,916.03
  
July 2022
  
50,648,952.17
    
April 2024
  
15,720,956.06
  
August 2022
  
49,095,323.44
    
May 2024
  
13,946,995.14
  
September 2022
  
47,536,075.26
    
June 2024
  
12,260,555.31
  
October 2022
  
45,873,530.41
    
July 2024
  
10,474,473.07
  
November 2022
  
44,302,626.68
    
August 2024
  
8,775,463.66
  
December 2022
  
42,628,761.17
    
September 2024
  
7,070,304.83
  
January 2023
  
41,046,118.15
    
October 2024
  
5,266,041.36
  
February 2023
  
39,457,749.93
    
November 2024
  
3,548,178.40
  
March 2023
  
37,573,493.83
    
December 2024
  
1,731,575.79
  
April 2023
  
35,972,557.51
    
January 2025
  
917.37
  
May 2023
  
34,269,522.26
    
February 2025 and
      
June 2023
  
32,656,630.85
    
thereafter
  
0.00
  
July 2023
  
30,941,984.00
            
August 2023
  
29,317,051.60
            
September 2023
  
27,686,239.86
            
October 2023
  
25,954,187.53
            
 
 
S-X-2
 
 
SCHEDULE XI
 
DESIGNATED ESCROW/RESERVE MORTGAGE LOANS
 
None.
 
 
S-XI-1
 
 
 
 
Unassociated Document
Exhibit 99.1
 
EXECUTION VERSION

MORTGAGE LOAN PURCHASE AGREEMENT
 
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 13, 2015, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
 
RECITALS
 
The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”).
 
The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.
 
The Purchaser intends to sell the Registered Certificates to Wells Fargo Securities, LLC (“WFS”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and, collectively with WFS and Deutsche Bank in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the
 
 
 
 
 
“Underwriting Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Deutsche Bank and Morgan Stanley (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated May 15, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated January 28, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated May 15, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.
 
The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated May 1, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by (i) that certain supplement to the free writing prospectus, dated May 12, 2015 and (ii) that certain supplement to the free writing prospectus, dated May 13, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated May 1, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated May 12, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.
 
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:
 
Section 1.              Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on May 21, 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $642,296,277, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.
 
 
-2-
 
 
Section 2.              Conveyance of the Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller).
 
After the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser.
 
(b)           The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. 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, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the
 
 
-3-
 
 
Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) 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 (v) 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 Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.
 
(c)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank 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 (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan):
 
(i)            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, so long as a copy of such document or instrument, certified by the 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 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 date that is 45 days following the Closing Date, the delivery requirements of this subsection 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
 
 
-4-
 
 
(ii)           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, so long as a copy of such document or instrument, certified by the 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 the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) 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 the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File;
 
provided, however, that in each case the Mortgage Loan Seller shall 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 the Mortgage Loan Seller’s receipt thereof.
 
In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall 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 Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), 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 Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
 
In addition, with respect to the Mortgage Loans identified as Loan Nos. 32, 35, 36 and 39 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller, the Mortgage Loan Seller shall, within 30 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisors (with a copy to the Master Servicer) that such Mortgage Loans have been transferred to the Trust and obtain a replacement comfort letter in substantially
 
 
-5-
 
 
the same form as the existing comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) in favor of the Trust.
 
(d)           As soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by Section 2.03 of the Pooling and Servicing Agreement, the related date of substitution) and (ii) the date on which all recording information necessary to complete the subject document is received by the Mortgage Loan Seller, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, the Mortgage Loan Seller is required to complete (or cause to be completed), to the extent necessary, and shall submit (or cause to be submitted) for recording or filing, as the case may be, including via electronic means, if appropriate, in or with the appropriate office for real property records or UCC Financing Statements, as applicable, 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” in the Pooling and Servicing Agreement and each assignment of UCC Financing Statement in favor of the Trustee referred to in clause (ix)(B) of the definition of “Mortgage File” in the Pooling and Servicing Agreement. Each such assignment of a loan document shall reflect that it should be returned by the public recording office to the Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller shall obtain therefrom a copy of the recorded original and provide such copy to the Custodian (with a copy to the Master Servicer). Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, if any assignment or other instrument of transfer with respect to the Mortgage Loans is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and cause the same to be duly recorded or filed, as appropriate. The Mortgage Loan Seller shall be responsible for all reasonable out-of-pocket costs and expenses associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage Loans that are required to be recorded or filed, as the case may be, as contemplated above; provided that the Mortgage Loan Seller shall not be responsible for costs and expenses that the related Borrowers have agreed to pay.
 
(e)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, the following items: (i) a copy of the Mortgage File for each Mortgage Loan (except that copies of instruments of assignment will be delivered by the Custodian when the originals are returned to it in accordance with the requirements of Section 2(d) above); (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 related Serviced Loan Combination that are
 
 
-6-
 
 
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 the Mortgage Loan Seller that relate to the Mortgage Loans or related Serviced Loan Combination(s) 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 Mortgage Loan or Serviced Loan Combination, originals or copies of all documents, certificates and opinions in the possession or under the control of the Mortgage Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of such Mortgage Loans (provided that the 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 the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Trust-Serviced Pooled Mortgage Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the initial CREFC® Financial File and CREFC® Loan Periodic Update File required to be delivered by the Master Servicer under the Pooling and Servicing Agreement.
 
(f)           Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Mortgage Loan Seller shall report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Mortgage Loan Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan) and to reflect that the Mortgage Loans are no longer property of the Mortgage Loan Seller. In no event shall the Mortgage Loan Seller take any action that is inconsistent with the Trust’s ownership of each Mortgage Loan following the Closing Date.
 
(g)           The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement. The Mortgage Loan Seller shall, within 15 days of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed to relieve the Mortgage Loan Seller of any liability for any related Breach.
 
Section 3.              Examination of Mortgage Loan Files and Due Diligence Review. The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.
 
 
-7-
 
 
Section 4.              Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser. (a) The Mortgage Loan Seller hereby makes, as of the Closing Date (and, in connection with any replacement of a Defective Mortgage Loan (as defined in Section 4(g) hereof) with one or more Replacement Mortgage Loans (also as defined in Section 4(g) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the Closing Date, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.
 
(b)           The Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”.
 
(c)           The Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.
 
(d)           The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Borrowers, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in the Prospectus Supplement complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.
 
(e)           [Reserved.]
 
(f)           With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller (i) represents and warrants that it has caused each such Servicing Function Participant to be required to comply, as evidenced by written documentation between each such Servicing Function Participant and the Mortgage Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement applicable to such Servicing Function Participant for the Mortgage Loans, and (ii) covenants with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it shall
 
 
-8-
 
 
cause each Servicing Function Participant that services a Mortgage Loan as of the Closing Date to comply with all reporting requirements set forth therein.
 
(g)           The Responsible Repurchase Party hereby agrees that it shall be deemed to make to and for the benefit of the Purchaser, as of the date of substitution, with respect to any replacement Mortgage Loan (a “Replacement Mortgage Loan”) that is substituted for a Defective Mortgage Loan by the Responsible Repurchase Party pursuant to Section 5(a) of this Agreement, each of the representations and warranties set forth in Exhibit C to this Agreement. For purposes of the representations and warranties set forth in Exhibit C, representations and warranties made as of the Closing Date or as of the Cut-off Date shall, in the case of a Replacement Mortgage Loan, be made as of the date of substitution. From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. A “Defective Mortgage Loan” is any Mortgage Loan as to which there is an unremedied Material Breach or Material Document Defect.
 
(h)           It is understood and agreed that the representations and warranties set forth in or made pursuant to this Section 4 shall survive delivery of the respective Mortgage Files to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement or assignment.
 
Section 5.              Notice of Breach; Cure, Repurchase and Substitution. (a) The Responsible Repurchase Party shall, not later than 90 days from discovery by the Responsible Repurchase Party, or the receipt by the Responsible Repurchase Party of notice, of any Material Breach or Material Document Defect with respect to any Mortgage Loan (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” within the meaning of Section 860G(a)(3)(A) of the Code and (y) the Responsible Repurchase Party discovered or received prompt written notice of the relation specified in clause (x), then (z) the Responsible Repurchase Party shall, within 90 days after discovery by the Responsible Repurchase Party or any party to the Pooling and Servicing 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 at the applicable Purchase Price; provided, however, that if the 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” within the meaning of Section 860G(a)(3)(A) of the Code, (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, (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 the Pooling and Servicing Agreement and (y) the Material Document Defect
 
 
-9-
 
 
was not identified in a certification delivered to the Mortgage Loan Seller by the Custodian pursuant to Section 2.02 of the Pooling and Servicing Agreement not less than 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”), then the 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, to repurchase the affected Mortgage Loan); and provided, further, however, 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 Responsible Repurchase Party shall be permitted, during the three-month period commencing on the Startup Day for the REMIC that holds the affected Mortgage Loan (or during the two-year period commencing on 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. The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement shall not in and of itself constitute delivery of notice of any Material Document Defect or knowledge of the Responsible Repurchase Party of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced as contemplated by this subsection, the Purchaser or its designee shall be entitled to designate 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. Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this subsection, 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 (except in the case of a Non-Trust-Serviced Pooled Mortgage Loan) of originals or copies of any other Specially Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates any such absence or non-conformity or irregularity) shall be conclusively presumed to be a Material Document Defect and shall obligate the Responsible Repurchase Party to cure such Material Document Defect, or, failing that, replace or repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures set forth herein.
 
Notwithstanding the foregoing provisions of this Section 5(a), in lieu of the Mortgage Loan Seller performing its obligations with respect to any Material Breach or Material Document Defect provided in the preceding paragraph, to the extent that the Mortgage Loan Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust, the Mortgage Loan Seller and the Special Servicer on behalf of the Trust, and with the consent of the Subordinate Class Representative to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser; provided 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. Upon its
 
 
-10-
 
 
making such payment, the Mortgage Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach or Material Document Defect, and the Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Breach or Material Document Defect.
 
The Mortgage Loan Seller agrees that, with respect to any Non-Trust-Serviced Pooled Mortgage Loan, any “Document Defect” as such term is defined in the related Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under this Agreement; provided, however, that the foregoing shall not apply to any Document Defect related solely to the promissory note for any related Non-Serviced Pari Passu Companion Loan.
 
The remedies provided for in this subsection 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 Crossed Loan for purposes of the above provisions, and the 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 Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special 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 or Material Document Defect, as the case may be, 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 5(a) will not result in an Adverse REMIC Event or any Adverse Grantor Trust Event under the Pooling and Servicing Agreement; and
 
(B)          all of the following conditions would be satisfied if the 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 all 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
 
 
-11-
 
 
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 (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value ratio, expressed as a 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 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 such 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 or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, will be entitled to cause to be delivered, or direct the Responsible Repurchase Party to (in which case the Responsible Repurchase Party shall) cause to be delivered, to the Master Servicer or the Special Servicer, as applicable, 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 Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the 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 will continue to hold the Other Crossed Loans, the Responsible Repurchase Party and the Purchaser agree 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 shall 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 this 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 Mortgage Loans in a Cross-Collateralized Group shall be allocated between the 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,
 
 
-12-
 
 
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.
 
All costs and expenses incurred by the Trustee, the Master Servicer and/or the Special Servicer with respect to any Cross-Collateralized Group pursuant to the second preceding paragraph and the second and third sentences of the preceding paragraph shall be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.
 
(b)           Whenever one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by the Responsible Repurchase Party as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Responsible Repurchase Party shall 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” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 5 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 Responsible Repurchase Party promptly following receipt.
 
If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan Seller shall 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 deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement. 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.
 
(c)           The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable, receipt by the Trustee as the assignee of the Purchaser (or the Custodian) of the Mortgage File for each Replacement Mortgage Loan (if any) to be substituted for a Deleted Mortgage Loan, together
 
 
-13-
 
 
with any certifications and/or opinions required pursuant to this Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of the Mortgage File and any Additional Collateral for the Deleted Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase Party or its designee the ownership of such Deleted Mortgage Loan, and (iii) the execution and delivery of notice to the affected Borrower of the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled to delivery from the Master Servicer and the Special Servicer of, 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 the Responsible Repurchase Party.
 
(d)           It is understood and agreed that, subject to the next paragraph, the obligations of the Responsible Repurchase Party set forth in this Section 5 to cure a Material Breach or a Material Document Defect, or to repurchase or replace or make a Loss of Value Payment in respect of the related Defective Mortgage Loan(s), as the case may be, constitute the sole remedies available to the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders with respect to a Breach or Document Defect in respect of any Mortgage Loan; provided that this limitation shall not in any way limit the Purchaser’s rights or remedies upon breach of any representation or warranty or covenant by the Mortgage Loan Seller set forth in this Agreement (other than those set forth in Exhibit C).
 
Notwithstanding the foregoing, to the extent (but only to the extent) that (A) the Mortgage Loan Seller specifically represents in the representations and warranties set forth in Exhibit C attached hereto that the Borrower under a Mortgage Loan is required to pay, or that the lender is entitled to charge the Borrower for, a cost or expense associated with the subject matter of such a representation and warranty set forth in Exhibit C, (B) such representation and warranty is untrue with respect to such cost or expense, (C) such cost or expense is actually incurred or borne by the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan), (D) the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan) exercises efforts consistent with the Servicing Standard and the related Mortgage Loan documents to collect such cost or expense from the Borrower and (E) the Borrower does not pay such cost or expense at or before the conclusion of the efforts described in the preceding clause (D), then the Responsible Repurchase Party hereby covenants and agrees (it being the intention of the parties that all, and not less than all, of the conditions described in the preceding clauses (A), (B), (C), (D) and (E) shall be precedent to such covenant and agreement) to pay such cost or expense within 90 days following a direction by the Trustee, the Master Servicer or the Special Servicer to do so. Also notwithstanding the foregoing, the remedy described in the immediately preceding sentence shall constitute the sole remedy available to the Trustee and any other affected Person with respect to any breach of any representation described in clause (A) of the immediately preceding sentence, the Responsible
 
 
-14-
 
 
Repurchase Party shall not otherwise have any obligation to cure such a breach and the Responsible Repurchase Party shall not have any obligation to repurchase or replace the affected Mortgage Loan.
 
(e)           The Mortgage Loan Seller acknowledges and agrees that the Purchaser shall have no liability to the Mortgage Loan Seller or otherwise for any failure of the Mortgage Loan Seller or any other party to the Pooling and Servicing Agreement to perform its obligations provided for thereunder.
 
(f)           The Mortgage Loan Seller will provide the Responsible Repurchase Party copies of any Rule 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement. The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty, such recipient a “Seller Request Recipient” and such request or demand, a “Repurchase Request”) agrees to provide to the Depositor: (i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a Rule 15Ga-1 Notice; (ii) written notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Resolution Period, or, if applicable, any Resolution Extension Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Depositor, such other information in the Seller Request Recipient’s possession as would be necessary to permit the Depositor to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to it under law or regulation.
 
Each notice required to be delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10th) Business Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii) of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such Repurchase Request was made, (b) the Mortgage Loan with respect to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis, if any, asserted for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of the immediately preceding paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement, or the date of the commencement of such dispute, as applicable, (b) if pertaining to a dispute, the nature of such dispute, (c) if pertaining to the expiration of an Initial Resolution Period or a Resolution Extension Period, the expiration date of such Initial Resolution Period or, if applicable, a Resolution Extension Period, (d) if pertaining to a withdrawal, the basis for such withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing such Repurchase Request, (e) if pertaining to a rejection by the
 
 
-15-
 
 
Seller Request Recipient, the basis for the Seller Request Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.
 
(g)           Each of the Mortgage Loan Seller and the Depositor acknowledge and agree that (i) a Repurchase Request Recipient under the Pooling and Servicing Agreement will not, in connection with providing the Mortgage Loan Seller or the Depositor with any Rule 15Ga-1 Notice under the Pooling and Servicing Agreement, be required to deliver any attorney-client privileged communication or any information protected by the attorney work product doctrine, (ii) any Rule 15Ga-1 Notice delivered to Mortgage Loan Seller or the Depositor under the Pooling and Servicing Agreement is provided only to assist the Mortgage Loan Seller, the Depositor and any of their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other law or regulation, (iii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided to the Mortgage Loan Seller or the Depositor pursuant to Section 2.03(g) of the Pooling and Servicing Agreement 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 this Agreement or the Pooling and Servicing Agreement and (iv) receipt of a Rule 15Ga-1 Notice or delivery of any notice required to be delivered pursuant to Section 5(f) shall not in and of itself constitute delivery, or receipt, of notice of any Material Document Defect or Material Breach or knowledge on the part of the Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect or Material Breach or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the existence of any Material Document Defect or Material Breach.
 
(h)           The Mortgage Loan Seller shall provide to the Depositor relevant portions of any Form ABS-15G that the Mortgage Loan Seller is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission.
 
(i)           The Depositor shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Depositor is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission. The Trust’s CIK# is 0001638933.
 
Section 6.              Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.
 
The Closing shall be subject to each of the following conditions:
 
(i)            All of the representations and warranties of the Mortgage Loan Seller made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty);
 
 
-16-
 
 
(ii)           All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;
 
(iii)          The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement;
 
(iv)          The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;
 
(v)           All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;
 
(vi)          The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;
 
(vii)         The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;
 
(viii)        Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and
 
(ix)          The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement.
 
Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.
 
Section 7.              Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:
 
(i)            This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
 
 
-17-
 
 
(ii)           Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
 
(iii)           An Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
 
(iv)           A certificate of good standing with respect to the Mortgage Loan Seller issued by the Comptroller of the Currency of the United States not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
 
(v)           A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
 
(vi)           A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
 
(vii)           A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller;
 
(viii)           A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
 
 
-18-
 
 
(ix)           A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
 
(x)           Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of date thereof;
 
(xi)          One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
 
 
-19-
 
 
(xii)         If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
 
(xiii)        Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
 
Section 8.              Additional Reporting Under Regulation AB. With respect to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Depositor and the Certificate Administrator any information that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor, if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) under the terms of Schedule V or Schedule VI to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan Seller (solely as in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information” set forth on Schedule VII of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form readily convertible to an EDGAR compatible form, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall be made not later than 5 calendar days after the related Distribution Date (in the case of any such “Additional Form 10-D Information”), and no later than March 7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “Additional Form 10-K Information”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder.
 
Section 9.              Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the Cut-off Date Pool Balance) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Free Writing Prospectus, the Preliminary Private Placement
 
 
-20-
 
 
Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (x) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.
 
Section 10.            Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing, or, if to the Mortgage Loan Seller, addressed to the Mortgage Loan Seller at 301 South College St., Charlotte, North Carolina 28288, Attention: Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (with a copy to Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053 300, 301 South College St., Charlotte, North Carolina, 28288, and a copy to A.J. Sfarra, Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, New York, NY 10152, facsimile number: (212) 214-8970, email: anthony.sfarra@wellsfargo.com), or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.
 
Section 11.            Miscellaneous. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation
 
 
-21-
 
 
hereunder. The Mortgage Loan Seller shall be an express third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein.
 
Section 12.            Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.
 
Section 13.            Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
 
Section 14.            Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.
 
 
-22-
 
 
Section 15.            Further Assurances. The Mortgage Loan Seller and the Purchaser each agrees to execute and deliver such instruments and take such further actions as any other party hereto may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
Section 16.            Successors and Assigns. The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned by the Mortgage Loan Seller without the prior written consent of the Purchaser, except that any person into which the Mortgage Loan Seller may be merged or consolidated, or any person resulting from any merger, conversion or consolidation to which the Mortgage Loan Seller is a party, or any person succeeding to all or substantially all of the business of the Mortgage Loan Seller, shall be the successor to the Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights under this Agreement, in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser, and their respective successors and permitted assigns.
 
Section 17.            Information. The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure document.
 
Section 18.            Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided, however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the memorandum of understanding dated March 30, 2015 between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.
 
[SIGNATURE PAGE FOLLOWS]
 
 
-23-
 
 
IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
     
 
By:  
  
   
Name:
   
Title:
     
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
     
  By:     
   
Name:
   
Title:
 
 
 
 
       
EXHIBIT A
 
SCHEDULE OF MORTGAGE LOANS
 
 
Exh. A-1
 
 

Wells Fargo Commercial Mortgage Trust 2015-C28
                
MORTGAGE LOAN SCHEDULE
              
             
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
      
 
  
 
  
 
  
 
  
 
Mortgage
Loan
Number
  
Mortgage Loan Seller
  
Property Name
    
Address
  
City
  
State
  
Zip Code
  
Original Principal Balance ($)
  
Cut-off Date
Principal Balance ($)
  
Loan Amortization Type
  
Monthly P&I
Payment ($)
  
Interest Accrual Basis
  
Mortgage Rate
  
Administrative Fee
Rate
  
Payment Due Date
  
Stated Maturity Date or
Anticipated Repayment Date
  
Original Term to
Maturity or ARD
(Mos.)
  
Remaining Term to
Maturity or ARD
(Mos.)
2
  
WFB
  
Harden Ranch Plaza
    
1488-1826 North Main Street
  
Salinas
  
CA
  
93906
  
85,400,000.00
  
85,400,000.00
  
Interest-only, Amortizing Balloon
  
445,133.47
  
Actual/360
  
3.8800%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
3
  
WFB
  
Eastgate One Phases I-VII & XII
    
4755, 4795, 4835 & 4875 Eastgate Mall; 9515-9890 Towne Centre Drive
  
San Diego
  
CA
  
92121
  
75,000,000.00
  
75,000,000.00
  
Interest-only, Amortizing Balloon
  
348,827.90
  
Actual/360
  
3.7850%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
4
  
WFB
  
RPC Northeast Storage Portfolio
    
Various
  
Various
  
Various
  
Various
  
69,000,000.00
  
69,000,000.00
  
Interest-only, Balloon
  
226,818.33
  
Actual/360
  
3.8800%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
4.01
  
WFB
  
1008 Greenhill Road
    
1008 Greenhill Road
  
West Chester
  
PA
  
19380
  
9,850,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.02
  
WFB
  
4600 Edges Mill Road
    
4600 Edges Mill Road
  
Downingtown
  
PA
  
19335
  
6,415,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.03
  
WFB
  
154 Leaders Heights Road
    
154 Leaders Heights Road
  
York
  
PA
  
17403
  
5,128,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.04
  
WFB
  
76 Wormans Mill CT
    
76 Wormans Mill Court
  
Frederick
  
MD
  
21701
  
4,940,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.05
  
WFB
  
321 West Uwchlan Avenue
    
321 West Uwchlan Avenue
  
Downingtown
  
PA
  
19335
  
4,836,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.06
  
WFB
  
3950 West Jonathan Drive
    
3950 West Jonathan Drive
  
Bloomington
  
IN
  
47404
  
4,404,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.07
  
WFB
  
202-324 Dartmouth
    
202, 324 Dartmouth Drive; 9073 Franklin Hill Road
  
East Stroudsburg
  
PA
  
18335; 18301
  
4,368,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.08
  
WFB
  
115 Wormans Mill CT
    
115 Wormans Mill Court
  
Frederick
  
MD
  
21701
  
4,200,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.09
  
WFB
  
329 West Butler Avenue
    
329 West Butler Avenue
  
Chalfont
  
PA
  
18914
  
3,737,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.10
  
WFB
  
2440 O’Bryan Boulevard
    
2440 O’Bryan Boulevard
  
Owensboro
  
KY
  
42301
  
3,542,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.11
  
WFB
  
173 Stanhope Sparta Road
    
173 Stanhope Sparta Road
  
Andover
  
NJ
  
07821
  
3,315,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.12
  
WFB
  
7315 Industry Ln
    
7315 Industry Lane
  
Frederick
  
MD
  
21704
  
3,289,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.13
  
WFB
  
5630 Linglestown Road
    
5630 Linglestown Road
  
Harrisburg
  
PA
  
17112
  
3,100,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.14
  
WFB
  
1030 Reeves Street
    
1030 Reeves Street
  
Dunmore
  
PA
  
18512
  
2,346,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.15
  
WFB
  
2199 Parklyn Drive
    
2199 Parklyn Drive
  
York
  
PA
  
17406
  
1,729,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.16
  
WFB
  
900 Vogelsong Road
    
900 Vogelsong Road
  
York
  
PA
  
17404
  
1,358,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.17
  
WFB
  
153 Pumping Station Road
    
153 Pumping Station Road
  
Hanover
  
PA
  
17331
  
1,280,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.18
  
WFB
  
10 Roller Circle
    
10 Roller Circle
  
Hanover
  
PA
  
17331
  
1,163,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
5
  
WFB
  
Eastgate Two Phases VIII-X
    
4760, 4770, 4780, 4790, 4840, 4810, 4820 & 4830 Eastgate Mall
  
San Diego
  
CA
  
92121
  
60,000,000.00
  
60,000,000.00
  
Interest-only, Amortizing Balloon
  
278,380.30
  
Actual/360
  
3.7650%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
6
  
WFB
  
3 Beaver Valley Road
    
3 Beaver Valley Road
  
Wilmington
  
DE
  
19803
  
46,350,000.00
  
46,350,000.00
  
Interest-only, Amortizing Balloon
  
221,816.75
  
Actual/360
  
4.0200%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
7
  
WFB
  
Encino Financial Center
    
16133 Ventura Boulevard
  
Encino
  
CA
  
91436
  
44,000,000.00
  
44,000,000.00
  
Interest-only, Amortizing Balloon
  
209,555.72
  
Actual/360
  
3.9800%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
8
  
WFB
  
Milestone Portfolio
    
Various
  
Various
  
Various
  
Various
  
28,800,000.00
  
28,722,853.76
  
Amortizing Balloon
  
140,500.96
  
Actual/360
  
4.1800%
  
0.06675%
  
4/5/2015
  
3/5/2025
  
120
  
118
8.01
  
WFB
  
Preferred Freezer
    
13700 NW 115th Avenue
  
Medley
  
FL
  
33178
  
23,198,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.02
  
WFB
  
Veritiv
    
110, 330 & 340 Stevens Street
  
Jacksonville
  
FL
  
32254
  
2,999,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.03
  
WFB
  
Best Buy
    
2907 Centre Drive
  
Beavercreek
  
OH
  
45324
  
2,603,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
9
  
WFB
  
The Automatic Lofts
    
410 South Morgan Street
  
Chicago
  
IL
  
60607
  
28,000,000.00
  
28,000,000.00
  
Interest-only, Amortizing Balloon
  
132,067.10
  
Actual/360
  
3.9000%
  
0.02675%
  
5/11/2015
  
4/11/2020
  
60
  
59
13
  
WFB
  
Home Market Foods
    
140 Morgan Drive
  
Norwood
  
MA
  
02062
  
21,975,000.00
  
21,942,997.95
  
Amortizing Balloon
  
104,153.30
  
Actual/360
  
3.9400%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
14
  
WFB
  
Chester Mall Shopping Center
    
78 Brookside Avenue
  
Chester
  
NY
  
10918
  
21,000,000.00
  
21,000,000.00
  
Interest-only, Amortizing Balloon
  
100,742.09
  
Actual/360
  
4.0400%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
15
  
WFB
  
Old Colony Square
    
414 Grand Street
  
Jersey City
  
NJ
  
07302
  
19,800,000.00
  
19,800,000.00
  
Amortizing Balloon
  
94,528.23
  
Actual/360
  
4.0000%
  
0.10675%
  
6/1/2015
  
5/1/2025
  
120
  
120
18
  
WFB
  
3700 Buffalo Speedway
    
3700 Buffalo Speedway
  
Houston
  
TX
  
77098
  
17,500,000.00
  
17,500,000.00
  
Interest-only, Amortizing Balloon
  
88,565.98
  
Actual/360
  
4.4900%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
22
  
WFB
  
Washington Square
    
117 Washington Avenue
  
Schenectady
  
NY
  
12305
  
13,800,000.00
  
13,800,000.00
  
Interest-only, Amortizing Balloon
  
72,821.47
  
Actual/360
  
4.8500%
  
0.06675%
  
3/1/2015
  
2/1/2020
  
60
  
57
28
  
WFB
  
Lincoln View Plaza
    
3113-3159 East Lincoln Drive
  
Phoenix
  
AZ
  
85016
  
12,700,000.00
  
12,700,000.00
  
Interest-only, Amortizing Balloon
  
61,735.12
  
Actual/360
  
4.1500%
  
0.06675%
  
5/11/2015
  
4/11/2025
  
120
  
119
29
  
WFB
  
Reservoir Industrial Center
    
1350 & 1395 East Lexington Avenue; 1341, 1353 & 3534 Philadelphia Street
  
Pomona
  
CA
  
91766
  
10,500,000.00
  
10,500,000.00
  
Interest-only, Balloon
  
31,758.13
  
Actual/360
  
3.5700%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
31
  
WFB
  
AAA Self Storage - Chatsworth
    
9111 Jordan Avenue
  
Los Angeles
  
CA
  
91311
  
10,000,000.00
  
10,000,000.00
  
Interest-only, Balloon
  
34,990.28
  
Actual/360
  
4.1300%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
32
  
WFB
  
Apple - Residence Inn Westford 2
    
7 Lan Drive
  
Westford
  
MA
  
01886
  
10,000,000.00
  
9,981,324.74
  
Amortizing Balloon
  
54,341.93
  
Actual/360
  
4.2800%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
35
  
WFB
  
Super 8 University,  Austin
    
5526 North Interstate 35
  
Austin
  
TX
  
78751
  
6,100,000.00
  
6,089,321.34
  
Amortizing Balloon
  
34,671.99
  
Actual/360
  
4.7200%
  
0.06675%
  
5/1/2015
  
4/1/2025
  
120
  
119
36
  
WFB
  
Quality Inn & Suites, San Antonio
    
9522 Brimhall Road
  
San Antonio
  
TX
  
78254
  
2,500,000.00
  
2,495,623.50
  
Amortizing Balloon
  
14,209.83
  
Actual/360
  
4.7200%
  
0.06675%
  
5/1/2015
  
4/1/2025
  
120
  
119
38
  
WFB
  
Space Park East Industrial Portfolio
    
3201-3500 Ambrose Avenue
  
Nashville
  
TN
  
37207
  
8,350,000.00
  
8,350,000.00
  
Interest-only, Balloon
  
27,306.82
  
Actual/360
  
3.8600%
  
0.06675%
  
6/11/2015
  
5/11/2025
  
120
  
120
39
  
WFB
  
Hampton Inn Great Valley
    
635 Lancaster Avenue
  
Frazer
  
PA
  
19355
  
8,200,000.00
  
8,200,000.00
  
Interest-only, Amortizing Balloon
  
42,528.30
  
Actual/360
  
4.7000%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
46
  
WFB
  
CT Storage - Gardena
    
13401 South Western Avenue
  
Gardena
  
CA
  
90249
  
6,300,000.00
  
6,300,000.00
  
Interest-only, Amortizing Balloon
  
30,149.85
  
Actual/360
  
4.0200%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
55
  
WFB
  
Lindsay Square
    
2295-2335 South Lindsay Road; 870-884 East Williams Field Road
  
Gilbert
  
AZ
  
85295
  
4,987,500.00
  
4,987,500.00
  
Interest-only, Amortizing Balloon
  
23,897.43
  
Actual/360
  
4.0300%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
57
  
WFB
  
Palmerone Farms
    
1282 NY Route 300
  
Newburgh
  
NY
  
12550
  
4,850,000.00
  
4,843,318.00
  
Amortizing Balloon
  
23,859.08
  
Actual/360
  
4.2500%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
71
  
WFB
  
Lions Head Office Park
    
35 Beaverson Boulevard
  
Brick
  
NJ
  
08723
  
3,700,000.00
  
3,700,000.00
  
Amortizing Balloon
  
18,223.44
  
Actual/360
  
4.2600%
  
0.11675%
  
6/1/2015
  
5/1/2025
  
120
  
120
73
  
WFB
  
Fondren Corner
    
2906 & 2914 North State Street
  
Jackson
  
MS
  
39216
  
3,600,000.00
  
3,591,023.16
  
Amortizing Balloon
  
21,426.84
  
Actual/360
  
4.1500%
  
0.08675%
  
5/11/2015
  
4/11/2025
  
120
  
119
77
  
WFB
  
Boynton Place
    
302, 306, 310 North Congress Avenue
  
Boynton Beach
  
FL
  
33426
  
3,350,000.00
  
3,350,000.00
  
Interest-only, Amortizing Balloon
  
16,303.96
  
Actual/360
  
4.1600%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
79
  
WFB
  
Salem Mini Storage
    
5585 Commercial Street Southeast
  
Salem
  
OR
  
97306
  
3,100,000.00
  
3,100,000.00
  
Amortizing Balloon
  
14,835.64
  
Actual/360
  
4.0200%
  
0.02675%
  
6/11/2015
  
5/11/2025
  
120
  
120
80
  
WFB
  
Ten Haggerty
    
39500 West 10 Mile Road
  
Novi
  
MI
  
48375
  
2,775,000.00
  
2,775,000.00
  
Interest-only, Amortizing Balloon
  
13,473.22
  
Actual/360
  
4.1400%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
82
  
WFB
  
The Shops at Wimbledon
    
24225 & 24235 Kuykendahl Road
  
Tomball
  
TX
  
77375
  
2,625,000.00
  
2,625,000.00
  
Interest-only, Amortizing Balloon
  
12,683.96
  
Actual/360
  
4.1000%
  
0.07675%
  
5/11/2015
  
4/11/2025
  
120
  
119
86
  
WFB
  
Walmart Plaza - Pad Sites, Neptune
    
3585-3595 NJ Route 66
  
Neptune
  
NJ
  
07753
  
1,900,000.00
  
1,900,000.00
  
Amortizing Balloon
  
9,291.33
  
Actual/360
  
4.2000%
  
0.11675%
  
6/1/2015
  
5/1/2025
  
120
  
120
89
  
WFB
  
Grand Rapids Retail
    
3303 Alpine Avenue Northwest
  
Grand Rapids
  
MI
  
49544
  
1,700,000.00
  
1,697,554.97
  
Amortizing Balloon
  
8,125.86
  
Actual/360
  
4.0100%
  
0.05675%
  
5/11/2015
  
4/11/2025
  
120
  
119
92
  
WFB
  
Bridge Commerce Center C & D
    
20992 Bridge Street
  
Southfield
  
MI
  
48033
  
1,600,000.00
  
1,596,901.41
  
Amortizing Balloon
  
8,471.92
  
Actual/360
  
4.0300%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
95
  
WFB
  
Walmart Plaza - Inline, Cobleskill
    
123 Merchant Plaza
  
Cobleskill
  
NY
  
12043
  
1,500,000.00
  
1,500,000.00
  
Amortizing Balloon
  
7,335.26
  
Actual/360
  
4.2000%
  
0.11675%
  
6/1/2015
  
5/1/2025
  
120
  
120
96
  
WFB
  
Tasman Retail
    
2203-2215 Tasman Drive
  
Santa Clara
  
CA
  
95054
  
1,500,000.00
  
1,497,857.96
  
Amortizing Balloon
  
7,204.54
  
Actual/360
  
4.0500%
  
0.02675%
  
5/11/2015
  
4/11/2025
  
120
  
119
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
  
MORTGAGE LOAN SCHEDULE
                 
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
Mortgage
Loan
Number
  
Mortgage Loan Seller
  
Property Name
    
Amortization Term
(Original) (Mos.)
  
Amortization Term
(Remaining) (Mos.)
  
Cross Collateralized and
Cross Defaulted Loan Flag
  
Prepayment Provisions
  
Ownership
Interest
  
Grace Period Late
(Days)
  
Secured by LOC (Y/N)
  
LOC Amount
  
Borrower Name
  
Master Servicing Fee
Rate
2
  
WFB
  
Harden Ranch Plaza
    
300
  
300
  
 
  
L(25),D(88),O(7)
  
Fee
  
5
  
N
  
NAP
  
Salinas Shopping Center Associates Limited Partnership; Harden Ranch Plaza Associates, LLC
  
0.0200%
3
  
WFB
  
Eastgate One Phases I-VII & XII
    
360
  
360
  
 
  
L(23),GRTR 1% or YM(2),GRTR 1% or YM or D(90),O(5)
  
Fee
  
0
  
N
  
NAP
  
Irvine Eastgate Office I LLC
  
0.0100%
4
  
WFB
  
RPC Northeast Storage Portfolio
    
0
  
0
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
RPC Bloomington, LLC; RPC Owensboro, LLC; RPC Frederick 76, LLC; RPC Frederick 115, LLC; RPC Frederick 7315, LLC; RPC Andover, LLC; RPC Chalfont, LLC; RPC Downingtown 4600, LLC; RPC Stroudsburg, LLC; RPC Hanover 153, LLC; RPC Hanover 10, LLC; RPC York 154, LLC; RPC Harrisburg, LLC; RPC Downingtown 321, LLC; RPC Dunmore, LLC; RPC West Chester, LLC; RPC York 900, LLC; RPC York 2199, LLC
  
0.0200%
4.01
  
WFB
  
1008 Greenhill Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.02
  
WFB
  
4600 Edges Mill Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.03
  
WFB
  
154 Leaders Heights Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.04
  
WFB
  
76 Wormans Mill CT
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.05
  
WFB
  
321 West Uwchlan Avenue
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.06
  
WFB
  
3950 West Jonathan Drive
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.07
  
WFB
  
202-324 Dartmouth
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.08
  
WFB
  
115 Wormans Mill CT
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.09
  
WFB
  
329 West Butler Avenue
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.10
  
WFB
  
2440 O’Bryan Boulevard
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.11
  
WFB
  
173 Stanhope Sparta Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.12
  
WFB
  
7315 Industry Ln
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.13
  
WFB
  
5630 Linglestown Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.14
  
WFB
  
1030 Reeves Street
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.15
  
WFB
  
2199 Parklyn Drive
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.16
  
WFB
  
900 Vogelsong Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.17
  
WFB
  
153 Pumping Station Road
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
4.18
  
WFB
  
10 Roller Circle
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
5
  
WFB
  
Eastgate Two Phases VIII-X
    
360
  
360
  
 
  
L(23),GRTR 1% or YM(2),GRTR 1% or YM or D(90),O(5)
  
Fee
  
0
  
N
  
NAP
  
Irvine Eastgate Office II LLC
  
0.0100%
6
  
WFB
  
3 Beaver Valley Road
    
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Medistar Beaver Valley, LLC
  
0.0200%
7
  
WFB
  
Encino Financial Center
    
360
  
360
  
 
  
L(24),D(89),O(7)
  
Fee
  
5
  
N
  
NAP
  
EFC Investors, Ltd.
  
0.0200%
8
  
WFB
  
Milestone Portfolio
    
360
  
358
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Freezestore Medley LLC, Milestone Jacksonville LLC, and Milestone Beaver Creek LLC
  
0.0600%
8.01
  
WFB
  
Preferred Freezer
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.02
  
WFB
  
Veritiv
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
8.03
  
WFB
  
Best Buy
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
9
  
WFB
  
The Automatic Lofts
    
360
  
360
  
 
  
L(25),GRTR 1% or YM(31),O(4)
  
Fee
  
5
  
N
  
NAP
  
Automatic Lofts LLC
  
0.0200%
13
  
WFB
  
Home Market Foods
    
360
  
359
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Dowe Realty, LLC
  
0.0200%
14
  
WFB
  
Chester Mall Shopping Center
    
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Chester Mall, L.L.C.
  
0.0200%
15
  
WFB
  
Old Colony Square
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Grand Street Realty, L.L.C.
  
0.1000%
18
  
WFB
  
3700 Buffalo Speedway
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Moody National Buffalo Speedway DST
  
0.0200%
22
  
WFB
  
Washington Square
    
360
  
360
  
 
  
L(27),D(29),O(4)
  
Leasehold
  
5
  
N
  
NAP
  
United Suites at Washington Square, LLC
  
0.0600%
28
  
WFB
  
Lincoln View Plaza
    
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Lincoln View Plaza LLC
  
0.0600%
29
  
WFB
  
Reservoir Industrial Center
    
0
  
0
  
 
  
L(24),D(89),O(7)
  
Fee
  
5
  
N
  
NAP
  
Reservoir Industrial Center, LLC
  
0.0200%
31
  
WFB
  
AAA Self Storage - Chatsworth
    
0
  
0
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
AAA Self-Storage, LLC
  
0.0200%
32
  
WFB
  
Apple - Residence Inn Westford 2
    
300
  
299
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Apple Eight SPE Westford, Inc.
  
0.0200%
35
  
WFB
  
Super 8 University,  Austin
    
300
  
299
  
Crossed Portfolio B
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Alyna East Hotel Management LLC
  
0.0600%
36
  
WFB
  
Quality Inn & Suites, San Antonio
    
300
  
299
  
Crossed Portfolio B
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Alyna West Hotel Management LLC
  
0.0600%
38
  
WFB
  
Space Park East Industrial Portfolio
    
0
  
0
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Space Park Realty Partners II; HDJ Space Park East, LLC; Hickory Woods Partners, LLC
  
0.0600%
39
  
WFB
  
Hampton Inn Great Valley
    
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Moody National Lancaster-Frazer Holding, LLC
  
0.0200%
46
  
WFB
  
CT Storage - Gardena
    
360
  
360
  
 
  
L(25),D(82),O(13)
  
Fee
  
5
  
N
  
NAP
  
CT Storage - Gardena LLC
  
0.0200%
55
  
WFB
  
Lindsay Square
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
TPP 29 Lindsay, LLC
  
0.0200%
57
  
WFB
  
Palmerone Farms
    
360
  
359
  
 
  
L(25),D(91),O(4)
  
Leasehold
  
5
  
N
  
NAP
  
Newburgh Retail Developers, LLC
  
0.0200%
71
  
WFB
  
Lions Head Office Park
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
LHOP Holdings L.P.
  
0.1100%
73
  
WFB
  
Fondren Corner
    
252
  
251
  
 
  
L(25),D(91),O(4)
  
Fee
  
15
  
N
  
NAP
  
2906 North State, LLC
  
0.0800%
77
  
WFB
  
Boynton Place
    
360
  
360
  
 
  
L(25),GRTR 1% or YM(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Sky Boynton Holdings LLC
  
0.0200%
79
  
WFB
  
Salem Mini Storage
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Uptown-Harrison, LLC
  
0.0200%
80
  
WFB
  
Ten Haggerty
    
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Novi Medical Properties, LP
  
0.0200%
82
  
WFB
  
The Shops at Wimbledon
    
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Wimbledon Center, LP
  
0.0700%
86
  
WFB
  
Walmart Plaza - Pad Sites, Neptune
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Red Baron Property Resources Limited Partnership
  
0.1100%
89
  
WFB
  
Grand Rapids Retail
    
360
  
359
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Grand Rapids One, LLC; Grand Rapids Two, LLC
  
0.0500%
92
  
WFB
  
Bridge Commerce Center C & D
    
300
  
299
  
 
  
L(25),D(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Bridge Commerce Center 2 LLC
  
0.0200%
95
  
WFB
  
Walmart Plaza - Inline, Cobleskill
    
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
C.P. Plaza Limited Partnership
  
0.1100%
96
  
WFB
  
Tasman Retail
    
360
  
359
  
 
  
L(25),GRTR 1% or YM(91),O(4)
  
Fee
  
5
  
N
  
NAP
  
Tasman Retail, LLC
  
0.0200%
 
 
 
 
 
 
 
EXHIBIT B-1
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOAN SELLER
 
The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date:
 
(a)           The Mortgage Loan Seller is a national banking association, validly existing and in good standing under the laws of the United States.
 
(b)           The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’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 Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(c)           The Mortgage Loan Seller has the full 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.
 
(d)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (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.
 
(e)           The Mortgage Loan Seller 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 Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(f)           No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan Documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.
 
 
Exh. B-1-1
 
 
(g)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(h)           The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction.
 
(i)            The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors.
 
(j)            The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein.
 
(k)           After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business.
 
(l)            The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature.
 
(m)          No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated.
 
(n)           The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of California.
 
(o)           The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.
 
 
Exh. B-1-2
 

EXHIBIT B-2
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER
 
The Purchaser hereby represents and warrants that, as of the Closing Date:
 
(a)           The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina.
 
(b)           The Purchaser’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Purchaser’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 Purchaser, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
(c)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(d)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement.
 
(e)           The Purchaser has the full 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.
 
(f)           The Purchaser 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 Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
 
Exh. B-2-1
 
 
EXHIBIT C
 
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
For purposes of this Exhibit C, the phrase “the Mortgage Loan Seller’s knowledge” and other words and phrases of like import shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Mortgage Loan Seller, its officers and employees responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth below in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). All information contained in documents which are part of or required to be part of a Mortgage File, as specified in the Pooling and Servicing Agreement (to the extent such documents exist) shall be deemed within the Mortgage Loan Seller’s knowledge.
 
The Mortgage Loan Seller hereby represents and warrants that, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except with respect to the Exceptions described on Schedule C to this Agreement.
 
1.            Complete Mortgage File. With respect to each Mortgage Loan, to the extent that the failure to deliver the same would constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement, (i) a copy of the Mortgage File for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the 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.
 
2.             Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.
 
 
Exh. C-1
 
 
3.             Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
 
Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
 
4.            Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
 
5.             Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no
 
 
Exh. C-2
 
 
representation is made as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
6.             Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.
 
7.             Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
 
Exh. C-3
 
 
8.             Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of which clauses (a) through (g), individually or in the aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
 
9.            Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1.
 
 
Exh. C-4
 
 
10.           Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
 
11.           Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
12.           Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.
 
An engineering report or property condition assessment was prepared by a third party engineering consultant in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon the due diligence customarily performed by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable structural defects, except, as to all statements in clauses (a) and (b) above, to the extent: (x) any damage or deficiencies would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage, or repairs with respect to such damage or deficiencies are estimated to not exceed 5% of the original principal balance of the Mortgage
 
 
Exh. C-5
 
 
Loan; (y) such repairs have been completed; or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.
 
To the Mortgage Loan Seller’s knowledge, based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering report or Servicing File and those addressed in sub-clauses (x), (y), and (z) of the preceding sentence.
 
13.           Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.
 
14.           Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.
 
15.           Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.
 
 
Exh. C-6
 
 
16.           Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with lender pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer. Any and all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used for their intended purpose. No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.
 
17.           No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of any such escrow fund.
 
18.           Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.
 
Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances), which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan with a principal balance of $35 million or more, 18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less than
 
 
Exh. C-7
 
 
12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180 day “extended period of indemnity”; and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount, set forth in clause (i) above.
 
If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.
 
If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.
 
The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.
 
An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) or scenario expected loss for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, which correlates to a 10% probability of exceedance in an exposure period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML.
 
The Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
 
 
Exh. C-8
 
 
principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.
 
All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
 
19.           Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.
 
20.           No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for
 
 
Exh. C-9
 
 
encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.
 
21.           No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.
 
22.           REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
 
23.           Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.
 
24.           Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.
 
 
Exh. C-10
 
 
25.           Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and, except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid.
 
26.           Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.
 
27.           Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.
 
28.           Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor
 
 
Exh. C-11
 
 
(which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) Mortgagor’s fraud or intentional misrepresentation; (iii) criminal acts by the Mortgagor or guarantor resulting in the seizure or forfeiture of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) Mortgagor’s commission of material physical waste at the Mortgaged Property.
 
29.           Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.
 
 
Exh. C-12
 
 
In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).
 
No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.
 
30.           Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.
 
31.           Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on Schedule C.
 
32.           Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage
 
 
Exh. C-13
 
 
Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1, or future permitted mezzanine debt as set forth on Exhibit C-32-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on Exhibit C-32-3 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
 
33.           Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Principal Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
 
34.           Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage
 
 
Exh. C-14
 
 
Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.
 
35.           Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.
 
36.           Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.
 
With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:
 
(A)          The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;
 
 
Exh. C-15
 
 
(B)          The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;
 
(C)          The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);
 
(D)          The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;
 
(E)          Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);
 
(F)          The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
 
(G)         The Ground Lease and Related Documents require the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;
 
(H)          A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;
 
 
Exh. C-16
 
 
(I)           The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;
 
(J)           Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
 
(K)          In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
 
(L)          Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
 
37.            Servicing. The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices.
 
38.            Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.
 
39.            Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality or single tenant properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related
 
 
Exh. C-17
 
 
Mortgage Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan.
 
40.           No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.
 
41.           Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
 
42.           Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service designed to elicit information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization. ((1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
 
 
Exh. C-18
 
 
43.           Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.
 
In the case of each Mortgage Loan set forth on Exhibit C-43-1, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on Exhibit C-43-1 (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the Trustee will within 60 days following the Closing Date be a named insured under such policy either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”), and (b) if such report disclosed the existence of a material
 
 
Exh. C-19
 
 
and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan (or, in the case of an ARD Loan, the related Anticipated Repayment Date).
 
44.           Lease Estoppels. With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as the Mortgage Loan Seller may deem reasonable and appropriate based on the Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to the Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
 
45.           Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.
 
46.           Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Mortgage
 
 
Exh. C-20
 
 
Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.
 
47.           Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Loan Combination.
 
48.           Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
 
49.           Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.
 
 
Exh. C-21
 
 
Exhibit C-32-1
 
List of Mortgage Loans with Current Mezzanine Debt
 
Loan No.
Mortgage Loan
7
3 Beaver Valley Road
9
The Automatic Lofts

 
Exh. C-32-1-1
 
 
Exhibit C-32-2
 
List of Mortgage Loans with Permitted Mezzanine Debt
 
Loan No.
Mortgage Loan
6
Harden Ranch Plaza
55
Lindsay Square

 
Exh. C-32-2-1
 
 
Exhibit C-32-3
 
List of Cross-Collateralized and Cross-Defaulted Mortgage Loans
 
Loan No.
Mortgage Loan
35
Super 8 University, Austin
36
Quality Inn & Suites, San Antonio

 
Exh. C-32-3-1
 
 
Exhibit C-43-1
 
List of Mortgage Loans with Environmental Insurance
 
Loan No.
Mortgage Loan
Policy Issuer
14
Chester Mall Shopping Center
Steadfast Insurance Company
 
 
Ech. C-43-1
 
 
SCHEDULE C
 
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement.
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(2) Whole Loan; Ownership of Mortgage Loans
  
Eastgate One Phases I-VII & XII (Loan No. 3)
  
$125,000,000 senior loan to borrower is secured on a pari passu basis by various notes (Note A-1 in amount of $75,000,000 and Note A-2 in amount of $50,000,000). Note A-2 is also payable to Wells Fargo Bank, N.A., and was contributed to WFCM 2015-NXS1 Trust. Wells Fargo is contributing Note A-1 to the WFCM 2015-C28 Trust. The loan is will be serviced pursuant to the Pooling and Servicing Agreement for Note A-1 after the Note A-1 Securitization Date.
         
(2) Whole Loan; Ownership of Mortgage Loans
  
Eastgate Two Phases VIII-X (Loan No. 5)
  
$100,000,000 senior loan to borrower is secured on a pari passu basis by various notes (Note A-1 in amount of $60,000,000 and Note A-2 in amount of $40,000,000). Note A-2 is also payable to Wells Fargo Bank, N.A., and was contributed to WFCM 2015-NXS1 Trust. Wells Fargo is contributing Note A-1 to the WFCM 2015-C28 Trust. The loan is will be serviced pursuant to the Pooling and Servicing Agreement for Note A-1 after the Note A-1 Securitization Date.
         
(7) Lien; Valid Assignment
  
Eastgate One Phases I-VII & XII (Loan No. 3)
  
$125,000,000 senior loan to borrower is secured on a pari passu basis by various notes (Note A-1 in amount of $75,000,000 and Note A-2 in amount of $50,000,000). Note A-2 is also payable to Wells Fargo Bank, N.A., and was contributed to WFCM 2015-NXS1 Trust. Wells Fargo is contributing Note A-1 to the WFCM 2015-C28 Trust. The loan is will be serviced pursuant to the Pooling and Servicing Agreement for Note A-1 after the Note A-1 Securitization Date.
         
(7) Lien; Valid Assignment
  
Eastgate Two Phases VIII-X (Loan No. 5)
  
$100,000,000 senior loan to borrower is secured on a pari passu basis by various notes (Note A-1 in amount of $60,000,000 and Note A-2 in amount of $40,000,000). Note A-2 is also payable to Wells Fargo Bank, N.A., and was contributed to WFCM 2015-NXS1 Trust. Wells Fargo is contributing Note A-1 to the WFCM 2015-C28 Trust. The loan is will be serviced pursuant to the Pooling and Servicing Agreement for Note A-1 after the Note A-1 Securitization Date.
         
(8) Permitted Liens; Title Insurance
  
Eastgate One Phases I-VII & XII (Loan No. 3)
  
$125,000,000 senior loan to borrower is secured on a pari passu basis by various notes (Note A-1 in amount of $75,000,000 and Note A-2 in amount of $50,000,000). Note A-2 is also payable to Wells Fargo Bank, N.A., and was contributed to WFCM 2015-NXS1 Trust. Wells Fargo is contributing Note A-1 to the WFCM 2015-C28 Trust. The loan is will be serviced pursuant to the Pooling and Servicing Agreement for Note A-1 after the Note A-1 Securitization Date.
         
(8) Permitted Liens; Title Insurance
  
RPC Northeast Storage Portfolio (Loan No. 4)
  
With respect to the 321 West Uwchlan Avenue property in Downingtown, PA (having an allocated loan amount of $4,836,000), the mortgaged property consists of a unit in a land condominium in which the borrower has a 95% ownership interest. No association was established at the time of loan origination.
         
(8) Permitted Liens; Title Insurance
  
Eastgate Two Phases VIII-X (Loan No. 5)
  
$100,000,000 senior loan to borrower is secured on a pari passu basis by various notes (Note A-1 in amount of $60,000,000 and Note A-2 in amount of $40,000,000). Note A-2 is also payable to Wells Fargo Bank, N.A., and was contributed to WFCM 2015-NXS1 Trust. Wells Fargo is contributing Note A-1 to the WFCM 2015-C28 Trust. The loan is will be serviced pursuant to the Pooling and Servicing Agreement for Note A-1 after the Note A-1 Securitization Date.
 
 
Sch. C-1
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(8) Permitted Liens; Title Insurance
  
Milestone Portfolio (Loan No. 8)
  
(i) Preferred Freezer Right of First Offer. Single tenant (Preferred Freezer) at Medley, FL property (having an allocated loan amount of $23,198,000) has a right of first offer (“ROFO”) to purchase the constituent mortgaged property if borrower decides to market for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to foreclosure or deed in lieu thereof. (ii) Veritiv Right of First Refusal. Single tenant (Veritiv) at Jacksonville, FL property (allocated loan value of $2,999,000) has a right of first refusal (“ROFR”) to purchase the constituent mortgaged property if borrower otherwise decides to accept an offer to acquire the same. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.
         
(8) Permitted Liens; Title Insurance
  
Washington Square (Loan No. 22)
  
Payment in lieu of Taxes (PILOT) Agreement. Borrower entered into PILOT Agreement with Schenectady County Industrial Development Agency. PILOT payments begin in 2017 at an annual amount of $26,400 and increase by 3% annually through 2051 (coterminous with borrower’s sub-ground lease). Loan underwriting based on 2017 tax amount established by PILOT agreement.
         
(8) Permitted Liens; Title Insurance
  
Apple - Residence Inn Westford 2 (Loan No. 32)
  
(i) Land Condominium. The mortgaged property consists of one unit in a land condominium. The borrower has a 40% voting rights interest in the related owners’ association. Each unit owner has responsibility for maintenance and repairs of its own building and exclusive use easement areas. The association’s duties are limited to landscaping, maintenance of private roads and the like. Amending or terminating the master deed would require the consent of at least 75% of the unit holders and all mortgagees (unless the modification does not adversely affect a particular unit) and the declaration may not be amended without the consent of a majority of the unit holders and all mortgagees. (ii) Franchisor Right of First Refusal. Franchisor (Marriott International, Inc.) has Right of First Refusal (ROFR) to acquire related property if there is transfer of hotel or controlling direct or indirect interest in the Borrower to a competitor (generally, any person having an interest, other than as a passive investor, in another hotel brand comprised of at least 20 full service or 50 limited service hotels). ROFR is not extinguished by foreclosure or deed-in-lieu thereof, and if transfer to competitor is by foreclosure, or if franchisee or its affiliates become a competitor, franchisor has right to purchase hotel upon notice to franchisee on terms consistent with such offer. Franchisor comfort letter provides that, if lender exercises remedies against franchisee, lender may appoint a lender affiliate to acquire the property and enter into a management or franchise agreement if it is not competitor or competitor affiliate; provided, however, that a lender affiliate will not be deemed a competitor simply due to its ownership of multiple or competing hotels or having engaged managers to manage such other hotels.
         
(8) Permitted Liens; Title Insurance
  
Ten Haggerty (Loan No. 80)
  
Tyler Reyes & Dumas (the largest tenant) has a right of first refusal (“ROFR”) to purchase the mortgaged property if borrower decides to market for sale. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.
         
(15) Actions Concerning Mortgage Loan
  
Apple - Residence Inn Westford 2 (Loan No. 32)
  
The sponsor (Apple Hospitality REIT, Inc.) or its affiliates are involved in various lawsuits. (i) In re Apple REIT, pending before the U.S. District Court for the Eastern District of New York, is a consolidated putative class action filed on behalf of behalf of investors who purchased shares of Apple REIT Six, Apple REIT Seven, Apple REIT Eight, Apple REIT Nine, and Apple REIT Ten through David Lerner Associates. The plaintiffs alleged that the defendants misrepresented the investment objectives of the Apple REITs, the value of the Apple REIT shares, and the Apple REITs’ dividend payment policies. On April 23, 2014, the U.S. Court of Appeals for the Second Circuit affirmed the District Court’s dismissal of the plaintiffs’ state and federal securities law claims and the unjust enrichment claim and vacated plaintiffs’ state law breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, and negligence claims for further proceedings consistent with its summary order. Upon remand of the remaining claims that survived on appeal, the defendants have moved to dismiss, and the motion has been fully briefed and is pending decision. (ii) With respect to DCG&T, et al. v. Knight, et al., pending before the U.S. District Court for the Eastern District of Virginia, the plaintiffs assert breach of fiduciary duty and statutory claims against Apple REIT Nine’s directors and three officers arising from the merger of Apple REIT Eight and Apple REIT Seven into Apple REIT Nine. The amended complaint alleges that (A) the Apple REIT Seven and Apple REIT Eight mergers are unfair to the company’s shareholders, (B) various breaches of fiduciary duty occurred by the company’s directors in connection with the Apple REIT Seven and Apple REIT Eight mergers, (C) that the mergers provide a financial windfall to insiders, and (D) that the Joint Proxy Statement/Prospectus mailed to the company’s shareholders in connection with the mergers
 
 
Sch. C-2
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
        contains false and misleading disclosures about certain matters, and adds as parties certain company management employees. Most recently, on December 18, 2014, the U.S. District Court dismissed each of plaintiffs’ class action claims, but held that plaintiffs could bring derivative claims for breach of fiduciary duties of care and loyalty and for conflicts of interest. (iii) Moses v. Apple Hospitality REIT, Inc. et al, pending before the U.S. District Court for the Eastern District of New York, is a putative class action brought on behalf of all then existing and former shareholders/unit holders of Apple REIT Seven and Apple REIT Eight who purchased additional shares in the Apple REITs under the Apple REITs’ Dividend Reinvestment Plan (DRIP) between July 17, 2007 and February 12, 2014. The plaintiff alleges that the defendants breached their fiduciary duties because the class members’ purchases of shares in connection with the DRIP were purchased at inflated prices and were not indicative of the true value of units in Apple Seven and Apple Eight. The suit is brought against Apple Hospitality REIT and several individual directors. The plaintiff claims that the putative class purchased over $224 million of Apple REIT’s Seven and Eight at inflated prices under the DRIP. The amount in controversy exceeds $5 million, but damages are otherwise unspecified. The plaintiffs filed an amended complaint on June 27, 2014 adding a claim for breach of contract. The defendants filed a motion to dismiss and strike the amended complaint on July 14, 2014 which is currently pending decision. (iv) Wenzel v. Knight et al, Case No., is pending before the U.S. District Court for the Eastern District of Virginia, the basis of which is the same DRIP as the Moses v. Apple Hospitality REIT Inc. case. Following various procedural rulings, the court granted the plaintiff leave to amend its complaint to bring derivative claims for breach of fiduciary duties of care and loyalty and for conflicts of interest. On February 4, 2015, Plaintiff filed an amended complaint against the Apple Hospitality REIT, Apple Eight Advisors, Inc., AFM, and several of officers and directors of the Apple Hospitality REIT alleging breach of contract, tortious interference with contract, fraud, negligence and violation of the Virginia Securities Act. Apple Hospitality REIT, Inc. has a stated net worth of $3.015 billion as of December 31, 2014, and the loan documents require that it maintain a minimum net worth of $500 million.
         
(18) Insurance
  
Harden Ranch Plaza (Loan No. 2)
  
BJ’s Restaurant, Olive Garden and Red Lobster pad sites are leased fees where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
         
(18) Insurance
  
Eastgate One Phases I-VII & XII (Loan No. 3)
 
Eastgate Two Phases VIII-X (Loan No. 5)
  
(i) Insurance Deductible. Loan documents permit insurance deductible up to $1.5million. In-place coverage currently provides for $1 million deductible. The borrower’s stated net worth as of March 20, 2015 is $78 million. (ii) Insurance Syndicate/Insurer Ratings. The loan documents provide that that if a syndicate of carriers is providing coverage, at least 75% of the coverage (if four or fewer carriers) or 60% of the coverage (if five or more carriers) must be rated S&P “A-” with the balance having a rating of not less than S&P “BBB”; provided, however, that RSUI Indemnity Company (currently A.M. Best’s “A+/XIV”; S&P “NR”; Fitch “A”), Aspen Specialty Insurance Company (currently A.M. Best’s “A/XV”; S&P “NR”; Fitch “NR”) and Partner Re Ireland insurance Limited (currently A.M. Best’s “NR”; S&P “A+”; Fitch “NR”) are deemed acceptable so long as each insurer does not move lower in the syndicate (with respect to layers of coverage), increase their limits or fail to maintain their current ratings with Fitch, A.M. Best or S&P, respectively.
         
(18) Insurance
  
RPC Northeast Storage Portfolio (Loan No. 4)
  
Loan documents require 12 months’ rent loss with a 6 month period of extended indemnity. In-place coverage for rent loss is on an actual loss sustained basis (no time period) with 12 months’ extended period of indemnity. The mortgaged property consists of eighteen self-storage facilities having an aggregate insured replacement cost of $45,860,000, with insurable values that range from $1,280,000 to $4,870,000 per property.
         
(18) Insurance
  
Encino Financial Center (Loan No. 7)
  
Loan documents permit insurance deductible up to $175,000. In-place coverage currently provides for $15,000 deductible other than special risks.
         
(18) Insurance
  
Milestone Portfolio (Loan No. 8)
  
For Jacksonville, FL property (Veritiv), in-place property coverage contains $500,000 deductible.
         
(18) Insurance
  
The Automatic Lofts (Loan No. 9)

Hampton Inn Great Valley (Loan No. 39)
  
If TRIPRA or a successor statute is not in effect, borrower shall not be required to spend on terrorism insurance more than 2 times the cost of the property and rent loss coverage (excluding terrorism and the premium for flood and named storm coverage) required by the loan documents.
 
 
Sch. C-3
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(18) Insurance
  
Old Colony Square (Loan No. 15)
  
McDonald’s pad site is a leased fee where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
         
(18) Insurance
  
Super 8 University, Austin (Loan No. 35)
  
The loan documents permit insurance to be provided by Public Service Insurance Company (NAIC # 15059) so long as it maintains a minimum A.M. Best rating of “B+:VIII” or better.
         
(18) Insurance
  
Space Park East Industrial Portfolio (Loan No. 38)
  
Loan documents permit insurance deductible up to $100,000. In-place coverage currently provides for $10,000 deductible other than special risks.
         
(18) Insurance
  
Palmerone Farms (Loan No. 57)
  
Chili’s and Longhorn pad sites are leased leaseholds where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
         
(18) Insurance
  
Boynton Place (Loan No. 77)
  
Loan documents require that excess flood insurance policy be provided post-closing so that combined National Flood Insurance Program (NFIP) coverage and excess coverage equals full replacement cost ($798,539). NFIP coverage in-place at time of loan origination. The loan documents further provide for personal liability to borrower and guarantor for uninsured flood losses, and for springing full recourse to borrower and guarantor if excess flood coverage is not obtained as required by the loan documents (due 05.01.2015 or such longer time as lender permits in its sole discretion).
         
(18) Insurance
  
Walmart Plaza - Pad Sites, Neptune (Loan No. 86)
  
Ruby Tuesday’s and Arby’s pad sites are leased fees where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
         
(19) Access; Utilities; Separate Tax Parcels
  
RPC Northeast Storage Portfolio (Loan No. 4)
  
With respect to the 5630 Linglestown Road property in Harrisburg, PA (allocated loan amount of $3,100,000), access is provided through a shared driveway (50% of which is owned by borrower) pursuant to an agreement which has an initial term of 25 years with automatic 10 year renewals unless terminated by a majority of the owners. The loan documents provide for full recourse to borrower in connection with a prohibited transfer of borrower’s interest in the property.
         
(26) Local Law Compliance
  
CT Storage – Gardena (Loan No. 46)
  
The current use of portions of the property for RV or other large vehicle parking are prohibited by the provisions of a conditional use permit, and constitute a zoning violation. No enforcement notice has been issued by the jurisdiction. The loan documents provide for personal liability to the borrower and guarantor for losses related to failure to remove such vehicle parking and comply with attendant restriping of the area within 90 days of the 03.17.2015 loan origination.
         
(28) Recourse Obligations
  
Eastgate One Phases I-VII & XII (Loan No. 3)
 
Eastgate Two Phases VIII-X (Loan No. 5)
  
The loan documents do not expressly provide for personal liability to the borrower and guarantor for losses related to criminal acts resulting in seizure or forfeiture of the Mortgaged Property.
         
(28) Recourse Obligations
  
RPC Northeast Storage Portfolio (Loan No. 4)
  
There is no warm body carve-out guarantor. RPC Reliance, LLC, the carve-out guarantor, had a stated net worth of $9,600,000 as of December 31, 2014. The loan documents require that the guarantor maintain a minimum net worth of $7,000,000. The mortgaged property consists of eighteen self-storage facilities having allocated loan amounts that range from $1,280,000 to $9,850,000 per property.
 
 
Sch. C-4
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(29) Mortgage Releases
  
Harden Ranch Plaza (Loan No. 2)
  
Partial Defeasance. Following defeasance lockout period, partial releases of (y) any of the Autozone, Jack in the Box, Olive Garden or Red Lobster pad sites, or (z) the HRP South release parcel is permitted in connection with partial defeasance, subject to certain conditions, including: (i) with respect to the pad sites only, defeasance of a portion of the loan in an amount equal to 120% of allocated loan amount for the pad site release property, (ii) with respect to the HRP South release parcel only, defeasance of a portion of the loan in an amount equal to (A) the quotient of the appraised value of the HRP South release parcel, divided by the appraised value of the mortgaged property, multiplied by (B) the outstanding balance of the loan; (iii) Safeway shall have exercised its option in 2016 to extend its lease term; (iv) either (A) Office Depot shall have renewed its lease or (B) another tenant shall have replaced it, in each case on terms reasonably satisfactory to lender; (v) the post-release debt yield for remaining properties is no less than (A) 8.5% for any release on or prior to the third anniversary of the loan closing, (B) 9.0% for any release after the third but on or before the fifth anniversary of the loan closing, (C) 9.5% for any release after the fifth but on or before the seventh anniversary of the loan closing, and (D) 10.0% after the seventh anniversary of the loan closing; (vi) the post-release debt service coverage ratio shall be no less than 1.25x (based on a 25 year amortization); (vii) the post-release loan-to-value based on a then-current appraisal shall be no greater than 65%; (viii)  a rating agency confirmation; and (ix) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial release, among other things.
         
(29) Mortgage Releases
  
Milestone Portfolio (Loan No. 8)
  
Following defeasance lockout period, severance from cross-collateralization and partial release in connection with partial defeasance permitted with respect to either or both of the Jacksonville, FL property (Veritiv) or Beavercreek, OH property (Best Buy), subject to certain conditions, including (i)  defeasance of a portion of the loan in an amount equal to 100% of the allocated loan amount for the release property; (ii) the post-release loan-to-value ratio for remaining properties is not greater than 65%; (iii)  a rating agency confirmation; and (iv) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial release, among other things.
         
(31) Acts of Terrorism Exclusion
  
Eastgate One Phases I-VII & XII (Loan No. 3)
 
Eastgate Two Phases VIII-X (Loan No. 5)
  
(i) Terrorism Insurance Cap. Borrower shall not be required to  spend on terrorism insurance (a) while TRIPRA is in effect, more than 2 times the annual amount of the total insurance premium that is payable at such time for the applicable policy period, and (b) if TRIPRA is not in effect, more than 2 times the annual amount of the total insurance premium that is payable at such time for any applicable policy period after the date TRIPRA expires, in each case allocable to the property based on actual amounts payable by borrower, with respect to the business interruption insurance required by the loan documents plus the full replacement cost (excluding terrorism and the premium for named storm and earthquake coverage). (ii) Captive Insurer for Terrorism Insurance. The loan documents permit borrower to maintain terrorism coverage through policies with a licensed captive insurance company that is an affiliate of The Irvine Company LLC, and which does not otherwise satisfy the criteria set forth in the loan documents, subject to certain conditions, including: (a) Coverage limits determined as follows: (1) if TRIPRA is in effect, borrower must maintain terrorism coverage for certified acts of terrorism equal to the full replacement cost of the property plus 24 months’ business interruption coverage, and (2)  if TRIPRA is not in effect, borrower must maintain terrorism coverage in an amount equal to lesser of (A) the outstanding principal balance of loan (provided such policy contains a waiver of co-insurance) or (B) the sum of business interruption insurance for 24 months plus the full replacement cost; (b)  amount of captive insurer-provided coverage must be in excess of $100 million primary coverage and in aggregate amount approved by lender in its reasonable discretion, with deductible no greater than as determined by TRIPRA; (c) the non-TRIPRA reinsured portion of coverage must be covered by carrier rated no less than S&P “A” or its equivalent; (d) TRIPRA is in effect and provides for reinsurance as contemplated above; (e) the captive insurer is not subject to a bankruptcy proceeding; (f) no governmental authority issues TRIPRA determination that captive insurers do not qualify for TRIPRA benefits; and (g) lender may reasonably re-evaluate captive insurer-provided coverage limits and deductibles if the captive insurer is providing coverage to other properties within 1000 feet of the subject property or to properties owned by entities not affiliated with The Irvine Company LLC and such insurance is not subject to reinsurance or related requirements set forth in the loan documents.
         
(31) Acts of Terrorism Exclusion
  
RPC Northeast Storage Portfolio (Loan No. 4)
 
  
If TRIPRA or a successor statute is not in effect, borrower shall not be required to spend on terrorism insurance more than 2 times the cost of the property and rent loss coverage (excluding terrorism and the premium for flood and named storm coverage) required by the loan documents.
 
 
Sch. C-5
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
   
The Automatic Lofts (Loan No. 9)
 
3700 Buffalo Speedway (Loan No. 18)
 
Hampton Inn Great Valley (Loan No. 39)
    
         
(33) Single-Purpose Entity
  
Eastgate One Phases I-VII & XII (Loan No. 3)
 
Eastgate Two Phases VIII-X (Loan No. 5)
  
Borrower is an SPE with two independent directors and non-consolidation opinion required. The loan documents permit property revenues to be managed and accounted for by a centralized cash management system between the borrower and its parent (The Irvine Company LLC or “TIC”), in which funds are deposited into a concentration account owned, maintained and administered by TIC and into which funds from other TIC affiliates are also deposited. All funds in the concentration account are required to be tracked so that the cash attributable to borrower can be identified and borrower’s obligations will not be paid from funds attributable to TIC or its other affiliates.  The non-consolidation opinion includes the cash management system within its scope.
         
(33) Single-Purpose Entity
  
Space Park Industrial Portfolio (Loan No. 38)
  
Each of 3 tenants-in-common is a single purpose entity. SPE Variations: One of the TIC’s (Hickory Woods Partners, which has an 83.46% ownership interest) previously owned property other than mortgaged property (a multifamily property located in Nashville, TN). Loan documents provide for personal liability to the tenants-in-common on a joint and several basis for losses related to such prior owned property.
         
(33) Single-Purpose Entity
  
Walmart Plaza - Inline, Cobleskill (Loan No. 95)
  
The borrower is a recycled SPE, and previously owned a 3.8 acre adjacent parcel that was the subject of a 1996 condemnation action by NY Department of Transportation for highway improvements.
         
(34) Defeasance
  
Milestone Portfolio (Loan No. 8)
  
Following defeasance lockout period, severance from cross-collateralization and partial release in connection with partial defeasance permitted with respect to either or both of the Jacksonville, FL property (Veritiv) or Beavercreek, OH property (Best Buy), subject to certain conditions, including (i)  defeasance of a portion of the loan in an amount equal to 100% of the allocated loan amount for the release property; (ii) the post-release loan-to-value ratio for remaining properties is not greater than 65%; (iii)  a rating agency confirmation; and (iv) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial release, among other things.
         
(36) Ground Leases
  
Washington Square (Loan No. 22)
  
The entirety of the borrower’s interest in the mortgaged property consists of a sub-leasehold interest. The prime ground lease is between Schenectady County, as ground lessor, and Schenectady County Industrial Development Authority (the “IDA”), as ground lessee. The sub-ground lease is between the IDA and the borrower, and the IDA has subordinated its leasehold interest (with the exception of its rights under the Payment In Lieu Of Taxes Agreement) to the lien of the leasehold mortgage. The latest possible expiration of the prime ground lease and sub-ground lease (collectively, the “Ground Lease”) is October 30, 2091 (loan matures February 1, 2020). Variations: (G) While the ground lease requires any notice of default be given simultaneously to lender, the ground lease does not provide that notice of default or termination is not effective against the lender unless such notice is given to the lender. (H) The lender is only permitted the following opportunity to cure a default under the ground lease: (a) the same cure period as permitted for the lessee under the ground lease (15 days after notice of monetary default and 30 days after notice for non-monetary defaults, together with up to 6 months additional time to cure such defaults not readily susceptible of cure if prosecuted with due diligence) and (b) an additional thirty (30) days to remedy or cause to be remedied any default for which lender receives notice.
         
(42) Organization of Mortgagor
  
3700 Buffalo Speedway (Loan No. 18)
 
Hampton Inn Great Valley (Loan No. 39)
  
Affiliates of sponsor (Moody National REIT I) acquired two hotels in August 2007 that were syndicated to tenancy-in-common investors in 2008. Following mortgage loan defaults in 2009, the sponsor affiliates (including Brett Moody individually) filed Chapter 11 bankruptcy to shield the tenants-in-common investors from the adverse consequences of lender remedies’ being exercised. The sponsor affiliates subsequently settled matters with the noteholder, and the loans were reinstated.
         
(42) Organization of Mortgagor
  
Lindsay Square (Loan No. 55)
  
Guarantor (TriGate Property Partners, LP) and controlling owner (California State Teachers’ Retirement System) did not supply borrower questionnaire forms; however, full NCO credit searches were performed as to each. CalSTRS is a public pension fund and the managing principals of TriGate have a 7 year lending relationship with Wells Fargo Bank.
 
 
Sch. C-6
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(43) Environmental Conditions
  
Chester Mall Shopping Center (Loan No. 14)
  
Phase I ESA identified recognized environmental condition associated with on-site dry cleaners operating since 1992 and its long-term use of PCE. In lieu of a Phase II, the lender obtained a $2 million lender environmental collateral protection and liability-type environmental insurance policy from Steadfast Insurance Company, a member company of Zurich North America, with a 10 year term (equivalent to loan term) and 3 year policy tail, and having a $50,000 deductible. The policy premium was pre-paid at closing, and a $50,000 environmental insurance policy deductible reserve was required at closing.  Zurich North America has an S&P rating of “AA-”.
         
(44) Lease Estoppels
  
3700 Buffalo Speedway (Loan No. 18)
  
Lease estoppels that were received were dated more than 90 days prior to loan origination (on average, approximately 126 days prior to loan origination). Master tenant signed an estoppel stating there had been no adverse changes with respect to any tenants since their original estoppels. The loan documents require the borrower to use commercially reasonable efforts to deliver tenant estoppels from at least 80% of the leased square footage within 60 days of the loan origination date, and, in the event any such estoppel discloses a landlord default, amount owed to tenant or other fact that is borrower-adverse, the borrower or master tenant is required to promptly take all actions necessary to effect a cure of such condition.
         
(45) Appraisal
  
All PMCC-Originated Mortgage Loans (Loan Nos. 8, 15, 22, 35, 36, 71, 86 and 95)
  
Liberty Island Group I LLC ordered appraisals for all such Mortgage Loans, and Wells Fargo Bank has obtained reliance letters from the related appraisers for all such Mortgage Loans.
 
 
Sch. C-7
 
 
EXHIBIT D-1
 
FORM OF CERTIFICATE OF THE SECRETARY OR
AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
ASSISTANT SECRETARY’S CERTIFICATE
 
I, [_____________________], an Assistant Secretary of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”), HEREBY CERTIFY that:
 
1.
Attached hereto as Exhibit A is a true and complete copy of the Articles of Association of the Bank, which are in full force and effect on the date hereof.
 
2.
Attached hereto as Exhibit B is a true and correct copy of the By-laws of the Bank, which are in full force and effect on the date hereof.
 
3.
Attached hereto as Exhibit C is a true and complete copy of resolutions relating to loan sales and securitizations duly adopted by the Board of Directors of the Bank as of September 5, 2007. Such resolutions have not been modified, amended, rescinded or revoked and remain in full force and effect on the date hereof.
 
4.
Each person who, as an officer or representative of the Bank, signed (i) the Mortgage Loan Purchase Agreement dated as of May 13, 2015 between the Bank, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”), (ii) the Indemnification Agreement dated as of May 13, 2015, among the Bank, the Purchaser, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, (iii) an Underwriting Agreement dated as of May 13, 2015, between the Bank, the Purchaser, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC and (iv) a Certificate Purchase Agreement dated as of May 13, 2015, between the Bank, the Purchaser, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, and any other document delivered in connection with the transactions contemplated thereby was at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative and the signatures of such persons appearing on such documents are their genuine signatures.
 
IN WITNESS WHEREOF, I have signed this Certificate as of May 21, 2015.
 
   
Name:
   
Title:
 
 
Exh. D-1-1
 
 
EXHIBIT D-2
 
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER
 
CERTIFICATE OF MORTGAGE LOAN SELLER
 
In connection with the execution and delivery by Wells Fargo Bank, National Association (“Wells Fargo Bank”) of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of May 13, 2015 (the “Mortgage Loan Purchase Agreement”) between Wells Fargo Bank, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo Bank. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.
 
Certified this 21st day of May, 2015.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
     
 
By:
 
    Name:
   
Title:
 
 
Exh. D-2-1
 
Unassociated Document
Exhibit 99.2
 
EXECUTION VERSION

MORTGAGE LOAN PURCHASE AGREEMENT
 
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 13, 2015, between Rialto Mortgage Finance, LLC (“Rialto”), as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
 
RECITALS
 
The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”).
 
The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.
 
The Purchaser intends to sell the Registered Certificates to Wells Fargo Securities, LLC (“WFS”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and, collectively with WFS and Deutsche Bank in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the
 
 
 
 
 
“Underwriting Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Deutsche Bank and Morgan Stanley (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated May 15, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated January 28, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated May 15, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.
 
The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated May 1, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by (i) that certain supplement to the free writing prospectus, dated May 12, 2015 and (ii) that certain supplement to the free writing prospectus, dated May 13, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated May 1, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated May 12, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.
 
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:
 
Section 1.     Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on May 21, 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $280,869,730, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.
 
 
-2-
 
 
Section 2.     Conveyance of the Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller).
 
After the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser.
 
(b)           The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. 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, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the
 
 
-3-
 
 
Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) 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 (v) 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 Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.
 
(c)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank 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 (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan):
 
(i)            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, so long as a copy of such document or instrument, certified by the 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 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 date that is 45 days following the Closing Date, the delivery requirements of this subsection 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
 
 
-4-
 
 
(ii)           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, so long as a copy of such document or instrument, certified by the 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 the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) 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 the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File;
 
provided, however, that in each case the Mortgage Loan Seller shall 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 the Mortgage Loan Seller’s receipt thereof.
 
In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall 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 Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), 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 Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
 
In addition, with respect to the Mortgage Loans identified as Loan Nos. 17, 40, 47 and 51 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller, the Mortgage Loan Seller shall, within 30 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisors (with a copy to the Master Servicer) that such Mortgage Loans have been transferred to the Trust and shall, upon receipt of notice from the Master
 
 
-5-
 
 
Servicer that any such comfort letter with respect to a franchise agreement has not been received within the timeframe provided under the Pooling and Servicing Agreement, within a commercially reasonable time after receipt of such notice, obtain a replacement comfort letter in substantially the same form as the existing comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) in favor of the Trust.
 
(d)           As soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by Section 2.03 of the Pooling and Servicing Agreement, the related date of substitution) and (ii) the date on which all recording information necessary to complete the subject document is received by the Mortgage Loan Seller, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, the Mortgage Loan Seller is required to complete (or cause to be completed), to the extent necessary, and shall submit (or cause to be submitted) for recording or filing, as the case may be, including via electronic means, if appropriate, in or with the appropriate office for real property records or UCC Financing Statements, as applicable, 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” in the Pooling and Servicing Agreement and each assignment of UCC Financing Statement in favor of the Trustee referred to in clause (ix)(B) of the definition of “Mortgage File” in the Pooling and Servicing Agreement. Each such assignment of a loan document shall reflect that it should be returned by the public recording office to the Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller shall obtain therefrom a copy of the recorded original and provide such copy to the Custodian (with a copy to the Master Servicer). Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, if any assignment or other instrument of transfer with respect to the Mortgage Loans is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and cause the same to be duly recorded or filed, as appropriate. The Mortgage Loan Seller shall be responsible for all reasonable out-of-pocket costs and expenses associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage Loans that are required to be recorded or filed, as the case may be, as contemplated above; provided that the Mortgage Loan Seller shall not be responsible for costs and expenses that the related Borrowers have agreed to pay.
 
(e)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, the following items: (i) a copy of the Mortgage File for each Mortgage Loan (except that copies of instruments of assignment will be delivered by the Custodian when the originals are returned to it in accordance with the requirements of Section 2(d) above); (ii) originals or copies of all
 
 
-6-
 
 
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 related 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 the Mortgage Loan Seller that relate to the Mortgage Loans or related Serviced Loan Combination(s) 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 Mortgage Loan or Serviced Loan Combination, originals or copies of all documents, certificates and opinions in the possession or under the control of the Mortgage Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of such Mortgage Loans (provided that the 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 the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Trust-Serviced Pooled Mortgage Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the initial CREFC® Financial File and CREFC® Loan Periodic Update File required to be delivered by the Master Servicer under the Pooling and Servicing Agreement.
 
(f)            Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Mortgage Loan Seller shall report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Mortgage Loan Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan) and to reflect that the Mortgage Loans are no longer property of the Mortgage Loan Seller. In no event shall the Mortgage Loan Seller take any action that is inconsistent with the Trust’s ownership of each Mortgage Loan following the Closing Date.
 
(g)           The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement. The Mortgage Loan Seller shall, within 15 days of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed to relieve the Mortgage Loan Seller of any liability for any related Breach.
 
Section 3.     Examination of Mortgage Loan Files and Due Diligence Review. The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.
 
 
-7-
 
 
Section 4.     Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser. (a) The Mortgage Loan Seller hereby makes, as of the Closing Date (and, in connection with any replacement of a Defective Mortgage Loan (as defined in Section 4(g) hereof) with one or more Replacement Mortgage Loans (also as defined in Section 4(g) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the Closing Date, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.
 
(b)           The Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”.
 
(c)           The Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.
 
(d)           The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Borrowers, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in the Prospectus Supplement complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.
 
(e)           [Reserved.]
 
(f)            The Mortgage Loan Seller is not requiring the Master Servicer to retain any Sub-Servicer for any of the Mortgage Loans in connection with the transactions contemplated by this Agreement.
 
 
-8-
 
 
(g)           The Responsible Repurchase Party hereby agrees that it shall be deemed to make to and for the benefit of the Purchaser, as of the date of substitution, with respect to any replacement Mortgage Loan (a “Replacement Mortgage Loan”) that is substituted for a Defective Mortgage Loan by the Responsible Repurchase Party pursuant to Section 5(a) of this Agreement, each of the representations and warranties set forth in Exhibit C to this Agreement. For purposes of the representations and warranties set forth in Exhibit C, representations and warranties made as of the Closing Date or as of the Cut-off Date shall, in the case of a Replacement Mortgage Loan, be made as of the date of substitution. From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. A “Defective Mortgage Loan” is any Mortgage Loan as to which there is an unremedied Material Breach or Material Document Defect.
 
(h)           It is understood and agreed that the representations and warranties set forth in or made pursuant to this Section 4 shall survive delivery of the respective Mortgage Files to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement or assignment.
 
Section 5.     Notice of Breach; Cure, Repurchase and Substitution. (a) The Responsible Repurchase Party shall, not later than 90 days from discovery by the Responsible Repurchase Party, or the receipt by the Responsible Repurchase Party of notice, of any Material Breach or Material Document Defect with respect to any Mortgage Loan (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” within the meaning of Section 860G(a)(3)(A) of the Code and (y) the Responsible Repurchase Party discovered or received prompt written notice of the relation specified in clause (x), then (z) the Responsible Repurchase Party shall, within 90 days after discovery by the Responsible Repurchase Party or any party to the Pooling and Servicing 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 at the applicable Purchase Price; provided, however, that if the 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” within the meaning of Section 860G(a)(3)(A) of the Code, (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, (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 the Pooling and Servicing 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 of the Pooling and Servicing Agreement not less than 90 days prior to the delivery of the notice of such Material Document Defect, and (v) that such Responsible
 
 
-9-
 
 
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”), then the 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, to repurchase the affected Mortgage Loan); and provided, further, however, 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 Responsible Repurchase Party shall be permitted, during the three-month period commencing on the Startup Day for the REMIC that holds the affected Mortgage Loan (or during the two-year period commencing on 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. The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement shall not in and of itself constitute delivery of notice of any Material Document Defect or knowledge of the Responsible Repurchase Party of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced as contemplated by this subsection, the Purchaser or its designee shall be entitled to designate 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. Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this subsection, 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 (except in the case of a Non-Trust-Serviced Pooled Mortgage Loan) of originals or copies of any other Specially Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates any such absence or non-conformity or irregularity) shall be conclusively presumed to be a Material Document Defect and shall obligate the Responsible Repurchase Party to cure such Material Document Defect, or, failing that, replace or repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures set forth herein.
 
Notwithstanding the foregoing provisions of this Section 5(a), in lieu of the Mortgage Loan Seller performing its obligations with respect to any Material Breach or Material Document Defect provided in the preceding paragraph, to the extent that the Mortgage Loan Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust, the Mortgage Loan Seller and the Special Servicer on behalf of the Trust, and with the consent of the Subordinate Class Representative to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser; provided 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. Upon its making such payment, the Mortgage Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any
 
 
-10-
 
 
such Material Breach or Material Document Defect, and the Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Breach or Material Document Defect.
 
The Mortgage Loan Seller agrees that, with respect to any Non-Trust-Serviced Pooled Mortgage Loan, any “Document Defect” as such term is defined in the related Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under this Agreement; provided, however, that the foregoing shall not apply to any Document Defect related solely to the promissory note for any related Non-Serviced Pari Passu Companion Loan.
 
The remedies provided for in this subsection 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 Crossed Loan for purposes of the above provisions, and the 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 Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special 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 or Material Document Defect, as the case may be, 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 5(a) will not result in an Adverse REMIC Event or any Adverse Grantor Trust Event under the Pooling and Servicing Agreement; and
 
(B)           all of the following conditions would be satisfied if the 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 all 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;
 
 
-11-
 
 
(ii)           the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value ratio, expressed as a 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 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 such 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 or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, will be entitled to cause to be delivered, or direct the Responsible Repurchase Party to (in which case the Responsible Repurchase Party shall) cause to be delivered, to the Master Servicer or the Special Servicer, as applicable, 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 Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the 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 will continue to hold the Other Crossed Loans, the Responsible Repurchase Party and the Purchaser agree 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 shall 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 this 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 Mortgage Loans in a Cross-Collateralized Group shall be allocated between the 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.
 
 
-12-
 
 
All costs and expenses incurred by the Trustee, the Master Servicer and/or the Special Servicer with respect to any Cross-Collateralized Group pursuant to the second preceding paragraph and the second and third sentences of the preceding paragraph shall be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.
 
(b)           Whenever one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by the Responsible Repurchase Party as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Responsible Repurchase Party shall 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” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 5 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 Responsible Repurchase Party promptly following receipt.
 
If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan Seller shall 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 deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement. 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.
 
(c)           The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable, receipt by the Trustee as the assignee of the Purchaser (or the Custodian) 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 this Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of the Mortgage File and any Additional Collateral for the Deleted Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the
 
 
-13-
 
 
execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase Party or its designee the ownership of such Deleted Mortgage Loan, and (iii) the execution and delivery of notice to the affected Borrower of the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled to delivery from the Master Servicer and the Special Servicer of, 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 the Responsible Repurchase Party.
 
(d)           It is understood and agreed that, subject to the next paragraph, the obligations of the Responsible Repurchase Party set forth in this Section 5 to cure a Material Breach or a Material Document Defect, or to repurchase or replace or make a Loss of Value Payment in respect of the related Defective Mortgage Loan(s), as the case may be, constitute the sole remedies available to the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders with respect to a Breach or Document Defect in respect of any Mortgage Loan; provided that this limitation shall not in any way limit the Purchaser’s rights or remedies upon breach of any representation or warranty or covenant by the Mortgage Loan Seller set forth in this Agreement (other than those set forth in Exhibit C).
 
Notwithstanding the foregoing, to the extent (but only to the extent) that (A) the Mortgage Loan Seller specifically represents in the representations and warranties set forth in Exhibit C attached hereto that the Borrower under a Mortgage Loan is required to pay, or that the lender is entitled to charge the Borrower for, a cost or expense associated with the subject matter of such a representation and warranty set forth in Exhibit C, (B) such representation and warranty is untrue with respect to such cost or expense, (C) such cost or expense is actually incurred or borne by the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan), (D) the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan) exercises efforts consistent with the Servicing Standard and the related Mortgage Loan documents to collect such cost or expense from the Borrower and (E) the Borrower does not pay such cost or expense at or before the conclusion of the efforts described in the preceding clause (D), then the Responsible Repurchase Party hereby covenants and agrees (it being the intention of the parties that all, and not less than all, of the conditions described in the preceding clauses (A), (B), (C), (D) and (E) shall be precedent to such covenant and agreement) to pay such cost or expense within 90 days following a direction by the Trustee, the Master Servicer or the Special Servicer to do so. Also notwithstanding the foregoing, the remedy described in the immediately preceding sentence shall constitute the sole remedy available to the Trustee and any other affected Person with respect to any breach of any representation described in clause (A) of the immediately preceding sentence, the Responsible Repurchase Party shall not otherwise have any obligation to cure such a breach and the Responsible Repurchase Party shall not have any obligation to repurchase or replace the affected Mortgage Loan.
 
 
-14-
 
 
(e)           The Mortgage Loan Seller acknowledges and agrees that the Purchaser shall have no liability to the Mortgage Loan Seller or otherwise for any failure of the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement to perform its obligations provided for thereunder.
 
(f)            The Mortgage Loan Seller will provide the Responsible Repurchase Party copies of any Rule 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement. The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty, such recipient a “Seller Request Recipient” and such request or demand, a “Repurchase Request”) agrees to provide to the Depositor: (i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a Rule 15Ga-1 Notice; (ii) written notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Resolution Period, or, if applicable, any Resolution Extension Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Depositor, such other information in the Seller Request Recipient’s possession as would be necessary to permit the Depositor to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to it under law or regulation.
 
Each notice required to be delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10th) Business Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii) of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such Repurchase Request was made, (b) the Mortgage Loan with respect to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis, if any, asserted for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of the immediately preceding paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement, or the date of the commencement of such dispute, as applicable, (b) if pertaining to a dispute, the nature of such dispute, (c) if pertaining to the expiration of an Initial Resolution Period or a Resolution Extension Period, the expiration date of such Initial Resolution Period or, if applicable, a Resolution Extension Period, (d) if pertaining to a withdrawal, the basis for such withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing such Repurchase Request, (e) if pertaining to a rejection by the Seller Request Recipient, the basis for the Seller Request Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.
 
 
-15-
 
 
(g)           Each of the Mortgage Loan Seller and the Depositor acknowledge and agree that (i) a Repurchase Request Recipient under the Pooling and Servicing Agreement will not, in connection with providing the Mortgage Loan Seller or the Depositor with any Rule 15Ga-1 Notice under the Pooling and Servicing Agreement, be required to deliver any attorney-client privileged communication or any information protected by the attorney work product doctrine, (ii) any Rule 15Ga-1 Notice delivered to Mortgage Loan Seller or the Depositor under the Pooling and Servicing Agreement is provided only to assist the Mortgage Loan Seller, the Depositor and any of their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other law or regulation, (iii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided to the Mortgage Loan Seller or the Depositor pursuant to Section 2.03(g) of the Pooling and Servicing Agreement 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 this Agreement or the Pooling and Servicing Agreement and (iv) receipt of a Rule 15Ga-1 Notice or delivery of any notice required to be delivered pursuant to Section 5(f) shall not in and of itself constitute delivery, or receipt, of notice of any Material Document Defect or Material Breach or knowledge on the part of the Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect or Material Breach or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the existence of any Material Document Defect or Material Breach.
 
(h)           The Mortgage Loan Seller shall provide to the Depositor relevant portions of any Form ABS-15G that the Mortgage Loan Seller is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission.
 
(i)            The Depositor shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Depositor is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission. The Trust’s CIK# is 0001638933.
 
Section 6.     Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.
 
The Closing shall be subject to each of the following conditions:
 
(i)            All of the representations and warranties of the Mortgage Loan Seller made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty);
 
(ii)           All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to
 
 
-16-
 
 
the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;
 
(iii)          The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement;
 
(iv)          The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;
 
(v)           All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;
 
(vi)          The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;
 
(vii)         The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;
 
(viii)        Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and
 
(ix)          The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement.
 
Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.
 
Section 7.     Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:
 
(i)             This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
 
(ii)            Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
 
 
-17-
 
 
(iii)           An Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
 
(iv)          A certificate of good standing with respect to the Mortgage Loan Seller issued by the Comptroller of the Currency of the United States not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
 
(v)           A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
 
(vi)          A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
 
(vii)         A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller;
 
(viii)        A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
 
(ix)           A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in
 
 
-18-
 
 
agreed upon sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
 
(x)            Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of date thereof;
 
(xi)           One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
 
(xii)          If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
 
 
-19-
 
 
(xiii)         Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
 
Section 8.     Additional Reporting Under Regulation AB. With respect to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Depositor and the Certificate Administrator any information that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor, if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) under the terms of Schedule V or Schedule VI to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan Seller (solely as in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information” set forth on Schedule VII of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form readily convertible to an EDGAR compatible form, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall be made not later than 5 calendar days after the related Distribution Date (in the case of any such “Additional Form 10-D Information”), and no later than March 7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “Additional Form 10-K Information”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder.
 
Section 9.     Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the Cut-off Date Pool Balance) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and
 
 
-20-
 
 
expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (x) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.
 
Section 10.     Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing, or, if to the Mortgage Loan Seller, addressed to the Mortgage Loan Seller at Rialto Mortgage Finance, LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Kenneth M. Gorsuch, or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.
 
Section 11.     Miscellaneous. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein.
 
Section 12.     Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of
 
 
-21-
 
 
the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.
 
Section 13.     Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
 
Section 14.     Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.
 
Section 15.     Further Assurances. The Mortgage Loan Seller and the Purchaser each agrees to execute and deliver such instruments and take such further actions as any other party hereto may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
Section 16.     Successors and Assigns. The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned by the Mortgage Loan Seller
 
 
-22-
 
 
without the prior written consent of the Purchaser, except that any person into which the Mortgage Loan Seller may be merged or consolidated, or any person resulting from any merger, conversion or consolidation to which the Mortgage Loan Seller is a party, or any person succeeding to all or substantially all of the business of the Mortgage Loan Seller, shall be the successor to the Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights under this Agreement, in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser, and their respective successors and permitted assigns.
 
Section 17.     Information. The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure document.
 
Section 18.     Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided, however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the memorandum of understanding dated March 30, 2015 between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.
 
[SIGNATURE PAGE FOLLOWS]
 
 
-23-
 
 
IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
   
  RIALTO MORTGAGE FINANCE, LLC
     
 
By:
 
    Name: 
    Title: 
   
  WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
     
 
By:
 
    Name: 
    Title: 
 
 
WFCM 2015-C28 – MLPA (Rialto)
 
 
EXHIBIT A
 
SCHEDULE OF MORTGAGE LOANS
 
 
Exh. A-1
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
                                
MORTGAGE LOAN SCHEDULE
                                    
                                                               
Mortgage
Loan
Number
  
Mortgage Loan Seller
  
Property Name
  
Address
  
City
  
State
  
Zip Code
  
Original Principal Balance
($)
  
Cut-off Date
Principal Balance
($)
  
Loan Amortization Type
  
Monthly P&I
Payment ($)
  
Interest Accrual Basis
  
Mortgage Rate
  
Administrative Fee
Rate
  
Payment Due Date
  
Stated Maturity Date or
Anticipated Repayment
Date
  
Original Term to
Maturity or ARD
(Mos.)
  
Remaining Term to
Maturity or ARD
(Mos.)
1
  
RMF
  
TKG 2 Portfolio
  
Various
  
Various
  
Various
  
Various
  
87,547,500.00
  
87,547,500.00
  
Interest-only, Balloon
  
303,067.56
  
Actual/360
  
4.086%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
1.01
  
RMF
  
University Place
  
7080 Youree Drive
  
Shreveport
  
LA
  
71106
  
33,037,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.02
  
RMF
  
Fairhaven Commons
  
42 Fairhaven Commons Way
  
Fairhaven
  
MA
  
02719
  
20,100,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.03
  
RMF
  
Castle Rock Shoppes
  
5650 Allen Way
  
Castle Rock
  
CO
  
80108
  
19,200,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.04
  
RMF
  
Meridian Towne Center
  
4886 and 4904 Marsh Road
  
Okemos
  
MI
  
48864
  
8,587,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.05
  
RMF
  
Spring Prairie Center
  
2330-2360 US Highway 94 North
  
Kalispell
  
MT
  
59901
  
6,622,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
10
  
RMF
  
7979 Westheimer Apartment Homes
  
7979 Westheimer Road
  
Houston
  
TX
  
77063
  
26,377,500.00
  
26,377,500.00
  
Interest-only, Amortizing Balloon
  
129,298.60
  
Actual/360
  
4.220%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
11
  
RMF
  
Brickyard Square
  
24 Calef Highway
  
Epping
  
NH
  
03042
  
25,000,000.00
  
25,000,000.00
  
Interest-only, Amortizing Balloon
  
126,819.92
  
Actual/360
  
4.510%
  
0.02675%
  
6/6/2015
  
5/6/2025
  
120
  
120
12
  
RMF
  
Flatiron Hotel
  
9 West 26th Street
  
New York
  
 NY
  
10010
  
22,500,000.00
  
22,500,000.00
  
Interest-only, Amortizing Balloon
  
131,547.86
  
Actual/360
  
4.913%
  
0.02675%
  
6/6/2015
  
5/6/2025
  
120
  
120
17
  
RMF
  
Courtyard Marriott Harrisburg
  
725 Eisenhower Boulevard
  
Swatara Township
  
PA
  
17111
  
18,500,000.00
  
18,455,125.29
  
Amortizing Balloon
  
95,670.20
  
Actual/360
  
4.675%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
23
  
RMF
  
Tarkanian Professional Center
  
7220 South Cimarron Road and 8110 West Warm Springs Road
  
Las Vegas
  
NV
  
89113
  
13,750,000.00
  
13,750,000.00
  
Interest-only, Amortizing Balloon
  
73,393.37
  
Actual/360
  
4.950%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
27
  
RMF
  
Newtown Office Building
  
826-828 Newtown Yardley Road
  
Newtown Township
  
PA
  
18940
  
12,925,000.00
  
12,925,000.00
  
Interest-only, Amortizing Balloon
  
66,491.22
  
Actual/360
  
4.630%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
30
  
RMF
  
Commerce Point I & II
  
3800 and 3850 North Wilke Road
  
Arlington Heights
  
IL
  
60004
  
10,000,000.00
  
10,000,000.00
  
Interest-only, Amortizing Balloon
  
52,890.48
  
Actual/360
  
4.870%
  
0.01690%
  
4/6/2015
  
3/6/2025
  
120
  
118
40
  
RMF
  
Staybridge Suites IAH
  
1910 North Sam Houston Parkway East
  
Houston
  
TX
  
77032
  
7,200,000.00
  
7,186,494.86
  
Amortizing Balloon
  
39,005.14
  
Actual/360
  
4.250%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
43
  
RMF
  
Shoppes of Hillsboro
  
2201-2215 West Hillsboro Boulevard
  
Deerfield Beach
  
FL
  
33442
  
6,825,000.00
  
6,825,000.00
  
Interest-only, Amortizing Balloon
  
32,191.35
  
Actual/360
  
3.900%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
44
  
RMF
  
Chaparral Plaza
  
2608-2628 Long Prairie Road
  
Flower Mound
  
TX
  
75022
  
6,780,000.00
  
6,780,000.00
  
Interest-only, Amortizing Balloon
  
34,031.74
  
Actual/360
  
4.420%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
47
  
RMF
  
Holiday Inn Express Waynesboro
  
20 Windigrove Drive
  
Waynesboro
  
VA
  
22980
  
6,000,000.00
  
5,981,426.65
  
Amortizing Balloon
  
35,954.86
  
Actual/360
  
5.250%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
49
  
RMF
  
Norchester Village Shopping Center
  
10966 Grant Road
  
Houston
  
TX
  
77070
  
5,900,000.00
  
5,889,455.73
  
Amortizing Balloon
  
33,062.60
  
Actual/360
  
4.580%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
51
  
RMF
  
Candlewood Suites Indianapolis Northwest  
  
7455 Woodland Drive
  
Indianapolis
  
IN
  
46278
  
5,600,000.00
  
5,593,431.50
  
Amortizing Balloon
  
30,508.50
  
Actual/360
  
5.130%
  
0.06675%
  
5/6/2015
  
4/6/2025
  
120
  
119
53
  
RMF
  
Dix-Toledo Shopping Center
  
15060-15310 Dix Toledo Highway
  
Southgate
  
MI
  
48195
  
5,100,000.00
  
5,092,781.88
  
Amortizing Balloon
  
24,643.12
  
Actual/360
  
4.100%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
61
  
RMF
  
Metro Station
  
2252 South Kirkman Road
  
Orlando
  
FL
  
32811
  
4,275,000.00
  
4,275,000.00
  
Interest-only, Amortizing Balloon
  
21,559.31
  
Actual/360
  
4.460%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
62
  
RMF
  
Walgreens Forest VA
  
17421 Forest Road
  
Forest
  
VA
  
24551
  
4,250,000.00
  
4,250,000.00
  
Interest-only, Amortizing Balloon
  
20,535.93
  
Actual/360
  
4.100%
  
0.02675%
  
6/6/2015
  
5/6/2025
  
120
  
120
67
  
RMF
  
Winding Woods
  
301-375 Winding Woods Drive
  
O’Fallon
  
MO
  
63366
  
3,810,000.00
  
3,810,000.00
  
Interest-only, Balloon
  
13,221.55
  
Actual/360
  
4.096%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
68
  
RMF
  
6202 West Park Boulevard
  
6202 West Park Boulevard
  
Plano
  
TX
  
75093
  
3,750,000.00
  
3,750,000.00
  
Interest-only, Amortizing ARD
  
18,623.80
  
Actual/360
  
4.330%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
78
  
RMF
  
6100 West Park Boulevard
  
6100 West Park Boulevard
  
Plano
  
TX
  
75093
  
3,250,000.00
  
3,250,000.00
  
Interest-only, Amortizing ARD
  
16,447.97
  
Actual/360
  
4.490%
  
0.02675%
  
5/6/2015
  
4/6/2025
  
120
  
119
90
  
RMF
  
Franklin Woods Apartments
  
11 Plains Court
  
Franklin
  
NH
  
03235
  
1,635,000.00
  
1,631,013.82
  
Amortizing Balloon
  
8,430.66
  
Actual/360
  
4.650%
  
0.02675%
  
4/6/2015
  
3/6/2025
  
120
  
118
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
          
MORTGAGE LOAN SCHEDULE
                
                 
Mortgage
Loan
Number
  
Mortgage Loan Seller
  
Property Name
  
Amortization Term
(Original) (Mos.)
  
Amortization Term
(Remaining) (Mos.)
  
Cross Collateralized and
Cross Defaulted Loan Flag
  
Prepayment Provisions
  
Ownership
Interest
  
Grace Period Late
(Days)
  
Secured by LOC (Y/N)
  
LOC Amount
  
Borrower Name
  
Master Servicing
Fee Rate
1
  
RMF
  
TKG 2 Portfolio
  
0
  
0
  
 
  
L(24),GRTR 1% or YM(92),O(4)
  
Various
  
0
  
N
  
NAP
  
TKG Castle Rock Colorado, LLC; TKG Fairhaven Commons, LLC; TKG Meridian Towne Centre, LLC; TKG Spring Prairie Development, LLC; Shreve Center DE, L.L.C.; Shreve Center Lot 10, L.L.C.
  
0.0200%
1.01
  
RMF
  
University Place
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.02
  
RMF
  
Fairhaven Commons
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.03
  
RMF
  
Castle Rock Shoppes
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.04
  
RMF
  
Meridian Towne Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
1.05
  
RMF
  
Spring Prairie Center
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
10
  
RMF
  
7979 Westheimer Apartment Homes
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
0
  
N
  
NAP
  
New Rama Krishna Properties, LLC
  
0.0200%
11
  
RMF
  
Brickyard Square
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
0
  
N
  
NAP
  
Waterstone Retail Epping, LLC
  
0.0100%
12
  
RMF
  
Flatiron Hotel
  
Customized
  
Customized
  
 
  
L(24),D(91),O(5)
  
Fee
  
0
  
N
  
NAP
  
1141 Realty Owner LLC
  
0.0200%
17
  
RMF
  
Courtyard Marriott Harrisburg
  
360
  
358
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Columbia Properties Harrisburg, LLC
  
0.0200%
23
  
RMF
  
Tarkanian Professional Center
  
360
  
360
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
TPC 2 & 6, LLC
  
0.0200%
27
  
RMF
  
Newtown Office Building
  
360
  
360
  
 
  
L(47),GRTR 1% or YM(69),O(4)
  
Fee
  
0
  
N
  
NAP
  
826 Newtown Associates, LP
  
0.0200%
30
  
RMF
  
Commerce Point I & II
  
360
  
360
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
3800-3850 Wilke L.L.C.
  
0.0100%
40
  
RMF
  
Staybridge Suites IAH
  
300
  
299
  
 
  
L(25),D(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
Riya Development, LP
  
0.0200%
43
  
RMF
  
Shoppes of Hillsboro
  
360
  
360
  
 
  
L(25),D(90),O(5)
  
Fee
  
0
  
N
  
NAP
  
Bref Hillsboro LLC; Dhanya of Miami Inc.
  
0.0200%
44
  
RMF
  
Chaparral Plaza
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
10
  
N
  
NAP
  
Chaparral Plaza Flower Mound, TX. LLC
  
0.0200%
47
  
RMF
  
Holiday Inn Express Waynesboro
  
300
  
298
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Raj Group LLC
  
0.0200%
49
  
RMF
  
Norchester Village Shopping Center
  
300
  
299
  
 
  
L(35),GRTR 1% or YM(81),O(4)
  
Fee
  
0
  
N
  
NAP
  
WP Norchester, LP
  
0.0200%
51
  
RMF
  
Candlewood Suites Indianapolis Northwest  
  
360
  
359
  
 
  
L(25),D(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
GDR Hospitality II, LLC
  
0.0600%
53
  
RMF
  
Dix-Toledo Shopping Center
  
360
  
359
  
 
  
L(25),D(88),O(7)
  
Fee
  
0
  
N
  
NAP
  
Brandon Associates Southgate, L.L.C.
  
0.0200%
61
  
RMF
  
Metro Station
  
360
  
360
  
 
  
L(25),D(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
RP Metro Station, LLC
  
0.0200%
62
  
RMF
  
Walgreens Forest VA
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
0
  
N
  
NAP
  
JJR Bratz, LLC
  
0.0200%
67
  
RMF
  
Winding Woods
  
0
  
0
  
 
  
L(23),GRTR 1% or YM(93),O(4)
  
Fee
  
0
  
N
  
NAP
  
THF Winding Woods Development, L.L.C.
  
0.0200%
68
  
RMF
  
6202 West Park Boulevard
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
10
  
N
  
NAP
  
6202 West Park, Plano TX, LLC
  
0.0200%
78
  
RMF
  
6100 West Park Boulevard
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(89),O(7)
  
Fee
  
10
  
N
  
NAP
  
6100 West Park, Plano TX, LLC
  
0.0200%
90
  
RMF
  
Franklin Woods Apartments
  
360
  
358
  
 
  
L(26),D(90),O(4)
  
Fee
  
0
  
N
  
NAP
  
Franklin Summit Property, LLC
  
0.0200%
 
 
 
 
 
EXHIBIT B-1
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOAN SELLER
 
The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date:
 
(a)           The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
 
(b)           The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’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 Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(c)           The Mortgage Loan Seller has the full 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.
 
(d)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (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.
 
(e)           The Mortgage Loan Seller 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 Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(f)           No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan Documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.
 
 
Exh. B-1-1
 
 
(g)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(h)           The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction.
 
(i)            The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors.
 
(j)            The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein.
 
(k)           After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business.
 
(l)            The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature.
 
(m)          No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated.
 
(n)           The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York.
 
(o)           The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.
 
 
Exh. B-1-2
 

EXHIBIT B-2
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER
 
The Purchaser hereby represents and warrants that, as of the Closing Date:
 
(a)           The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina.
 
(b)           The Purchaser’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Purchaser’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 Purchaser, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
(c)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(d)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement.
 
(e)           The Purchaser has the full 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.
 
(f)            The Purchaser 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 Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
 
Exh. B-2-1
 
 
EXHIBIT C
 
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
For purposes of this Exhibit C, the phrase “the Mortgage Loan Seller’s knowledge” and other words and phrases of like import shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Mortgage Loan Seller, its officers and employees responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth below in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). All information contained in documents which are part of or required to be part of a Mortgage File, as specified in the Pooling and Servicing Agreement (to the extent such documents exist) shall be deemed within the Mortgage Loan Seller’s knowledge.
 
The Mortgage Loan Seller hereby represents and warrants that, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except with respect to the Exceptions described on Schedule C to this Agreement.
 
1.           Complete Mortgage File. With respect to each Mortgage Loan, to the extent that the failure to deliver the same would constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement, (i) a copy of the Mortgage File for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the 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.
 
2.           Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.
 
 
Exh. C-1
 
 
3.           Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
 
Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
 
4.           Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
 
5.           Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no
 
 
Exh. C-2
 
 
representation is made as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
6.           Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.
 
7.           Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
 
Exh. C-3
 
 
8.           Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of which clauses (a) through (g), individually or in the aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
 
9.           Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1.
 
 
Exh. C-4
 
 
10.         Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
 
11.         Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
12.         Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.
 
An engineering report or property condition assessment was prepared by a third party engineering consultant in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon the due diligence customarily performed by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable structural defects, except, as to all statements in clauses (a) and (b) above, to the extent: (x) any damage or deficiencies would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage, or repairs with respect to such damage or deficiencies are estimated to not exceed 5% of the original principal balance of the Mortgage
 
 
Exh. C-5
 
 
Loan; (y) such repairs have been completed; or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.
 
To the Mortgage Loan Seller’s knowledge, based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering report or Servicing File and those addressed in sub-clauses (x), (y), and (z) of the preceding sentence.
 
13.         Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.
 
14.         Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.
 
15.         Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.
 
 
Exh. C-6
 
 
16.           Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with lender pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer. Any and all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used for their intended purpose. No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.
 
17.           No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of any such escrow fund.
 
18.           Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.
 
Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances), which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan with a principal balance of $35 million or more, 18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less than
 
 
Exh. C-7
 
 
12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180 day “extended period of indemnity”; and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount, set forth in clause (i) above.
 
If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.
 
If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.
 
The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.
 
An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) or scenario expected loss for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, which correlates to a 10% probability of exceedance in an exposure period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML.
 
The  Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
 
 
Exh. C-8
 
 
principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.
 
All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
 
19.           Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.
 
20.           No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for
 
 
Exh. C-9
 
 
encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.
 
21.           No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.
 
22.           REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
 
23.           Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.
 
24.           Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.
 
 
Exh. C-10
 
 
25.           Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and, except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid.
 
26.           Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.
 
27.           Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.
 
28.           Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor
 
 
Exh. C-11
 
 
(which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) Mortgagor’s fraud or intentional misrepresentation; (iii) criminal acts by the Mortgagor or guarantor resulting in the seizure or forfeiture of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) Mortgagor’s commission of material physical waste at the Mortgaged Property.
 
29.           Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.
 
 
Exh. C-12
 
 
In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).
 
No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.
 
30.           Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.
 
31.           Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on Schedule C.
 
32.           Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage
 
 
Exh. C-13
 
 
Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1, or future permitted mezzanine debt as set forth on Exhibit C-32-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on Exhibit C-32-3 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
 
33.           Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Principal Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
 
34.           Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage
 
 
Exh. C-14
 
 
Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.
 
35.           Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.
 
36.           Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.
 
With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:
 
(A)          The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;
 
 
Exh. C-15
 
 
(B)           The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;
 
(C)           The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);
 
(D)          The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;
 
(E)           Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);
 
(F)           The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
 
(G)          The Ground Lease and Related Documents require the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;
 
(H)          A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is
 
 
Exh. C-16
 
 
curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;
 
(I)            The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;
 
(J)            Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
 
(K)           In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
 
(L)           Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
 
37.             Servicing. The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices.
 
38.             Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.
 
39.             Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality or single tenant properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related
 
 
Exh. C-17
 
 
Mortgage Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan.
 
40.           No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.
 
41.           Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
 
42.           Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service designed to elicit information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization. ((1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
 
 
Exh. C-18
 
 
43.           Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.
 
In the case of each Mortgage Loan set forth on Exhibit C-43-1, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on Exhibit C-43-1 (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the Trustee will within 60 days following the Closing Date be a named insured under such policy either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”), and (b) if such report disclosed the existence of a material
 
 
Exh. C-19
 
 
and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan (or, in the case of an ARD Loan, the related Anticipated Repayment Date).
 
44.           Lease Estoppels. With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as the Mortgage Loan Seller may deem reasonable and appropriate based on the Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to the Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
 
45.           Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.
 
46.           Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Mortgage
 
 
Exh. C-20
 
 
Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.
 
47.           Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Loan Combination.
 
48.           Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
 
49.           Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.
 
 
Exh. C-21
 
 
Exhibit C-32-1
 
List of Mortgage Loans with Current Mezzanine Debt
 
None.
 
 
Exh. C-32-1-1
 
 
Exhibit C-32-2
 
List of Mortgage Loans with Permitted Mezzanine Debt
 
Loan No.
Mortgage Loan
40
Staybridge Suites IAH
 
51
Candlewood Suites Indianapolis Northwest
 
 
 
Exh. C-32-1-1
 
 
Exhibit C-32-3
 
List of Cross-Collateralized and Cross-Defaulted Mortgage Loans

None.
 
 
Exh. C-32-3-1
 
 
Exhibit C-43-1
 
List of Mortgage Loans with Environmental Insurance
 
Loan No.
Mortgage Loan
Policy Issuer
54
Shoppes of Hillsboro
Lloyd’s of London
63
Norchester Village Shopping Center
Beazley (Lloyd’s of London)
 
 
Exh. C-43-1
 
 
SCHEDULE C
 
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement.
         
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and
Number as
Identified on
Exhibit A
  
Description of Exception
         
[(2) Whole Loan; Ownership of Mortgage Loans
  
Brickyard Square (Loan No. 11)
  
The Mortgage Loan is evidenced by a $25,000,000 Note A-1. The Mortgaged Property is also security for the pari passu Note A-2 which has an original principal balance of $11,450,000. Note A-2 is currently held by Rialto Mortgage Finance, LLC, and it is anticipated that it will be contributed to a future commercial mortgage securitization transaction. The Mortgage Loan will be serviced pursuant to the Pooling and Servicing Agreement.
         
(2) Whole Loan; Ownership of Mortgage Loans
  
Flatiron Hotel (Loan No. 12)
  
The Mortgage Loan is evidence by a $22,500,000 senior note. The Mortgaged Property is also security for subordinate note with an original principal balance of $2,500,000. The subordinate note was purchased by and is currently held by Rialto Mortgage Finance, LLC or an affiliate. The Mortgage Loan will be serviced pursuant to the Pooling and Servicing Agreement.
         
(2) Whole Loan; Ownership of Mortgage Loans
  
Commerce Point I & II (Loan No. 30)
  
The Mortgage Loan is evidenced by a $10,000,000 Note A-1. The Mortgaged Property is also security for the pari passu Note A-2 which has an original principal balance of $5,000,000. Note A-2 was contributed to the CGCMT 2015-GC29 trust. The Mortgage Loan is being serviced pursuant to the CGCMT 2015-GC29 pooling and servicing agreement.
         
(8) Permitted Liens, Title Insurance
  
Staybridge Suites IAH (Loan No. 40)
  
The Mortgaged Property is subject to a use restriction, which limits the use of the Mortgaged Property to office uses, unless the developer approves of other uses. The Mortgagor previously obtained approval to construct the hotel from the governing architectural control committee in 2009, as well as an approval of use agreement (approving the use of the Mortgaged Property for hotel, motel and restaurant uses) from Hudson Baird, LLC, the successor to the developer in January 2015. However, the declaration required the transfer of all of the property of the developer together with all of the developer’s rights under the declaration in order to replace the developer entity under the declaration. The prior conveyance of all of the developer’s property by the original developer to Hudson Baird, LLC did not contain a specific reference to all of the developer’s rights, although Hudson Baird, LLC continued the development of the project and the original developer entity has been dissolved. This hotel has been operating since 2012. Per Texas law, a party has four years to bring suit to enforce the purported use restriction, measured from date of constructive or actual knowledge that a hotel was being constructed (i.e., since construction signage was erected). It is possible that another party to the declaration could challenge the use of the Mortgaged Property as a hotel prior to the expiration of the statute of limitations based on the failure of the deed to Hudson Baird, LLC to contain the language transferring developer’s rights under the declaration. Title coverage has been obtained to insure against any loss based on a claim that the use of the Mortgaged Property as a hotel is a violation of the restrictive covenant and if the hotel use were prohibited after such a challenge the Mortgage Loan is full recourse to the guarantor.
         
(15) Actions Concerning Mortgage Loan
  
Brickyard Square (Loan No. 11)
  
One of the two non-recourse carveout guarantors, Neal Shalom (“NS”), is one of a number of defendants in an outstanding civil litigation in New Jersey, which was filed in December 2013 by El Sid Properties, LLC (“El Sid”) relating to Doremus Newark, LLC (“Doremus Newark”), a joint venture between El Sid and Equity Industrial Partners Corp (“EIP”), an entity in which NS is a principal. El Sid’s primary allegation is that EIP and certain other affiliates and principals (including NS) caused the fraudulent and wrongful diversion of
 
 
Sch. C-1
 
 
         
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and
Number as
Identified on
Exhibit A
  
Description of Exception
 
        
        proceeds from a portfolio refinancing cross-collateralized by a property owned by Doremus Newark, as well as other properties in which El Sid had no beneficial interest, misallocated liabilities, costs and expenses to the Doremus Newark entity, and engaged in acts of self-dealing at the expense of the Doremus Newark venture. The plaintiff is demanding, among other things, unspecified compensatory damages and punitive damages against all defendants, the appointment of a custodian to manage the affairs of Doremus Newark and its parent, and a full accounting of the defendants’ assets. In February 2014, the defendants filed an answer denying any wrongdoing and filed a number of counterclaims against El Sid alleging, among other things, El Sid’s misconduct under the Doremus Newark organizational documents. In September 2014 a court appointed special fiscal agent produced a report finding that the vast majority of the proceeds received by Doremus Newark were properly accounted for, but expressed no opinion on the allocation of debts and liabilities among the various entities as it was beyond the scope of the court appointed assignment. The report also expressed the hope that a meeting of the principals and their accountants might resolve many of the issues. NS intends to continue defending the lawsuit, and the Mortgage Loan documents contain a carveout for any losses resulting from the lawsuit.
         
(15) Actions Concerning Mortgage Loan
  
Flatiron Hotel (Loan No. 12)
 
 
  
One of the two non-recourse carveout guarantors, Robert Chan (“RC”), disclosed that he was a defendant in a lawsuit filed by the City of New York in 2012, alleging that he illegally rented dwelling units for periods of less than 30 days. RC is the owner of Smart Apartments, a company that leased apartment units and rented them for short term stays (similar to the current online apartment rental service AirBnB). RC entered into a consent judgment with the City of New York in November 2013 whereby, among other things, Smart Apartments was enjoined from further operations and RC agreed to a monetary settlement of claims in the amount of $1 million, to be paid over time in semi-annual payments of $50,000 ($150,000 of which has been paid as of April 2015). In connection with the closure of Smart Apartments, RC also had an outstanding judgment for the breach of a lease agreement which was settled for $150,000 to be paid in $10,000 increments over a period of 15 months ($80,000 of which has been paid as of March 23, 2015). A failure of RC to abide by the terms of the settlements described above could result in additional liabilities to RC.
         
(15) Actions Concerning Mortgage Loan
  
Tarkanian Professional Center (Loan No. 23)
  
One of the two non-recourse carveout guarantors, Daniel Tarkanian (“DT”), is a debtor in a voluntary bankruptcy. The FDIC as receiver for La Jolla Bank, FSB (“FDIC”), the largest creditor in the bankruptcy, had a judgment against DT in the approximate amount of $16,995,005.17 together with post-judgment interest at 10% per annum (the “Judgment”). DT and FDIC negotiated and agreed to the terms of a settlement agreement in full settlement of the Judgment whereby DT is required to pay the FDIC $525,000, with $300,000 of that amount required to be paid within 5 business days after the order approving the settlement agreement becomes final, with the balance to be paid in equal monthly installments over the subsequent 35 months, based on a 20 year amortization, accruing interest at a rate of 4.25% with a balloon payment of the remaining principal amount on the 36th month. The bankruptcy court approved the settlement agreement with the FDIC on March 25, 2015 and the guarantor made its initial payment to the FDIC on April 6, 2015. It is anticipated that the Chapter 7 bankruptcy will be fully discharged in approximately one to two months.
         
(26) Local Law Compliance
  
Flatiron Hotel (Loan No. 12)
  
The Mortgaged Property is subject to several municipal violations. The Mortgage Loan documents require the Mortgagor to resolve any violations with respect to the Mortgaged Property and provide the lender with proof of completion. Additionally, a temporary certificate of occupancy has been issued for the Mortgaged Property, which expires in June 2015 and can be extended. The Mortgagor agreed to maintain the temporary certificate of occupancy until a permanent certificate of occupancy has been issued. The Mortgagor is currently working with the City of New York to clear all violations in connection with the issuance of a permanent certificate of occupancy.
         
(26) Local Law Compliance
  
Franklin Woods Apartments (Loan No. 90)
  
The Mortgaged Property is legally non-conforming as to use, which predates the requirement for a special use permit for multifamily properties. Under the local zoning laws, following a casualty, the Mortgagor is permitted to rebuild the Mortgaged Property to its current use provided the new structure has no greater coverage and contains no greater cubic content than before and it is completed within one year of the casualty (which one
 
 
Sch. C-2
 
 
         
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and
Number as
Identified on
Exhibit A
  
Description of Exception
         
        year may be extended up to six additional months by the local administrator). The Mortgage Loan documents provide for recourse to Mortgagor and the guarantor for any losses resulting from the loss of the ability to restore the property to its current use as a 36-unit multifamily apartment complex in accordance with all legal requirements.
         
(27) Licenses and Permits
  
Flatiron Hotel (Loan No. 12)
  
See exception to representation 26.
         
(28) Recourse Obligations
  
Brickyard Square (Loan No. 11)
  
Recourse for physical waste is for any intentional material physical waste at the Mortgaged Property committed by or on behalf of the Mortgagor, the guarantor or any of their respective affiliates, agents or representatives.
         
(41) Bankruptcy
  
Tarkanian Professional Center (Loan No. 23)
  
One of the two non-recourse carve-out guarantors, Daniel Tarkanian, is currently a debtor in a voluntary bankruptcy. It is anticipated that the Chapter 7 bankruptcy will be fully discharged in approximately one to two months.
         
(42) Organization of Mortgagor
  
Courtyard Marriott Harrisburg (Loan No. 17)
  
Columbia Sussex Corporation (“CSC”), one of the Controlling Owners went into bankruptcy in 2008 and emerged from bankruptcy on March 8, 2010.
         
(42) Organization of Mortgagor
  
Tarkanian Professional Center (Loan No. 23)
  
One of the two non-recourse carve-out guarantors, Daniel Tarkanian, is currently a debtor in a voluntary bankruptcy. It is anticipated that the Chapter 7 bankruptcy will be fully discharged in approximately one to two months.]
 
 
Sch. C-3
 
 
EXHIBIT D-1
 
FORM OF CERTIFICATE OF THE SECRETARY OR
AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER
 
RIALTO MORTGAGE FINANCE, LLC
 
ASSISTANT SECRETARY’S CERTIFICATE
 
I, [_____], an Assistant Secretary of RIALTO MORTGAGE FINANCE, LLC (the “Mortgage Loan Seller”), HEREBY CERTIFY that:
 
(A)           Attached hereto as Exhibit A is a true and complete copy of the Articles of Association of the Bank, which are in full force and effect on the date hereof.
 
(B)           Attached hereto as Exhibit B is a true and correct copy of the By-laws of the Bank, which are in full force and effect on the date hereof.
 
(C)           Attached hereto as Exhibit C is a true and complete copy of resolutions relating to loan sales and securitizations duly adopted by the Board of Directors of the Mortgage Loan Seller as of [___]. Such resolutions have not been modified, amended, rescinded or revoked and remain in full force and effect on the date hereof.
 
(D)           Each person who, as an officer or representative of the Mortgage Loan Seller, signed (i) the Mortgage Loan Purchase Agreement dated as of May 13, 2015 between the Mortgage Loan Seller, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”) and (ii) the Indemnification Agreement dated as of May 13, 2015, between the Mortgage Loan Seller, the Purchaser, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, and any other document delivered in connection with the transactions contemplated thereby was at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative and the signatures of such persons appearing on such documents are their genuine signatures.
 
IN WITNESS WHEREOF, I have signed this Certificate as of May 21, 2015.
   
  Name:
  Title:
 
 
Exh. D-1-1
 
 
EXHIBIT D-2
 
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER
 
CERTIFICATE OF MORTGAGE LOAN SELLER
 
In connection with the execution and delivery by Rialto Mortgage Finance, LLC (“Rialto”) of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of May 13, 2015 (the “Mortgage Loan Purchase Agreement”) between Rialto, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Rialto in or made pursuant to Section 4(a) of the Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Rialto has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Rialto. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.
 
Certified this 21st day of May 2015.
     
  RIALTO MORTGAGE FINANCE, LLC
     
  By:   
    Name:
    Title:
 
 
Exh. D-2-1
 
 
Unassociated Document
Exhibit 99.3
 
 
EXECUTION VERSION
 
MORTGAGE LOAN PURCHASE AGREEMENT
 
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 13, 2015, between C-III Commercial Mortgage LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
 
RECITALS
 
The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”).
 
The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.
 
The Purchaser intends to sell the Registered Certificates to Wells Fargo Securities, LLC (“WFS”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and, collectively with WFS and Deutsche Bank in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the
 
 
 
 
 
“Underwriting Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Deutsche Bank and Morgan Stanley (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated May 15, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated January 28, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated May 15, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.
 
The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated May 1, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by (i) that certain supplement to the free writing prospectus, dated May 12, 2015 and (ii) that certain supplement to the free writing prospectus, dated May 13, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated May 1, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated May 12, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.
 
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:
 
Section 1.          Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on May 21, 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $147,696,964, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.
 
 
-2-
 
 
Section 2.          Conveyance of the Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller).
 
After the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser.
 
(b)           The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. 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, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the
 
 
-3-
 
 
Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) 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 (v) 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 Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.
 
(c)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank 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 (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan):
 
(i)            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, so long as a copy of such document or instrument, certified by the 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 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 date that is 45 days following the Closing Date, the delivery requirements of this subsection 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
 
 
-4-
 
 
(ii)           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, so long as a copy of such document or instrument, certified by the 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 the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) 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 the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File;
 
provided, however, that in each case the Mortgage Loan Seller shall 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 the Mortgage Loan Seller’s receipt thereof.
 
In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall 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 Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), 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 Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
 
In addition, with respect to the Mortgage Loans identified as Loan Nos. 45 and 56 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller, the Mortgage Loan Seller shall, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisors (with a copy to the Master Servicer) that such Mortgage Loans have been transferred to the Trust and, within a commercially reasonable period after the end of
 
 
-5-
 
 
such 45-day period, obtain a replacement comfort letter in substantially the same form as the existing comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) in favor of the Trust.
 
(d)           As soon as reasonably possible, and in any event within 45 days, after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by Section 2.03 of the Pooling and Servicing Agreement, the related date of substitution) and (ii) the date on which all recording information necessary to complete the subject document is received by the Mortgage Loan Seller, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, the Mortgage Loan Seller is required to complete (or cause to be completed), to the extent necessary, and shall submit (or cause to be submitted) for recording or filing, as the case may be, including via electronic means, if appropriate, in or with the appropriate office for real property records or UCC Financing Statements, as applicable, 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” in the Pooling and Servicing Agreement and each assignment of UCC Financing Statement in favor of the Trustee referred to in clause (ix)(B) of the definition of “Mortgage File” in the Pooling and Servicing Agreement. Each such assignment of a loan document shall reflect that it should be returned by the public recording office to the Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller shall obtain therefrom a copy of the recorded original and provide such copy to the Custodian (with a copy to the Master Servicer). Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, if any assignment or other instrument of transfer with respect to the Mortgage Loans is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and cause the same to be duly recorded or filed, as appropriate. The Mortgage Loan Seller shall be responsible for all reasonable out-of-pocket costs and expenses associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage Loans that are required to be recorded or filed, as the case may be, as contemplated above; provided that the Mortgage Loan Seller shall not be responsible for costs and expenses that the related Borrowers have agreed to pay.
 
(e)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, the following items: (i) a copy of the Mortgage File for each Mortgage Loan (except that copies of instruments of assignment will be delivered by the Custodian when the originals are returned or delivered, as applicable, to it in accordance with the requirements of Section 2(d) above); (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
 
 
-6-
 
 
documents relating to the origination and servicing of any Mortgage Loan or related 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 the Mortgage Loan Seller that relate to the Mortgage Loans or related Serviced Loan Combination(s) 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 Mortgage Loan, originals or copies of all documents, certificates and opinions in the possession or under the control of the Mortgage Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of such Mortgage Loans (provided that the 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 the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Trust-Serviced Pooled Mortgage Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the initial CREFC® Financial File and CREFC® Loan Periodic Update File required to be delivered by the Master Servicer under the Pooling and Servicing Agreement.
 
(f)           Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Mortgage Loan Seller shall report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Mortgage Loan Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan) and to reflect that the Mortgage Loans are no longer property of the Mortgage Loan Seller. In no event shall the Mortgage Loan Seller take any action that is inconsistent with the Trust’s ownership of each Mortgage Loan following the Closing Date.
 
(g)           The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement. The Mortgage Loan Seller shall, within 15 days of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed to relieve the Mortgage Loan Seller of any liability for any related Breach.
 
Section 3.          Examination of Mortgage Loan Files and Due Diligence Review. The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.
 
 
-7-
 
 
Section 4.          Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser. (a) The Mortgage Loan Seller hereby makes, as of the Closing Date (and, in connection with any replacement of a Defective Mortgage Loan (as defined in Section 4(g) hereof) with one or more Replacement Mortgage Loans (also as defined in Section 4(g) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the Closing Date, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.
 
(b)           The Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”.
 
(c)           The Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.
 
(d)           The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Borrowers, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in the Prospectus Supplement complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.
 
(e)           [Reserved.]
 
(f)            The Mortgage Loan Seller is not requiring the Master Servicer to retain any Sub-Servicer for any of the Mortgage Loans in connection with the transactions contemplated by this Agreement.
 
(g)           The Responsible Repurchase Party hereby agrees that it shall be deemed to make to and for the benefit of the Purchaser, as of the date of substitution, with respect to any replacement Mortgage Loan (a “Replacement Mortgage Loan”) that is substituted for a Defective Mortgage Loan by the Responsible Repurchase Party pursuant to Section 5(a) of this Agreement,
 
 
-8-
 
 
each of the representations and warranties set forth in Exhibit C to this Agreement. For purposes of the representations and warranties set forth in Exhibit C, representations and warranties made as of the Closing Date or as of the Cut-off Date shall, in the case of a Replacement Mortgage Loan, be made as of the date of substitution. From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. A “Defective Mortgage Loan” is any Mortgage Loan as to which there is an unremedied Material Breach or Material Document Defect.
 
(h)           It is understood and agreed that the representations and warranties set forth in or made pursuant to this Section 4 shall survive delivery of the respective Mortgage Files to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement or assignment.
 
Section 5.          Notice of Breach; Cure, Repurchase and Substitution. (a) The Responsible Repurchase Party shall, not later than 90 days from discovery by the Responsible Repurchase Party, or the receipt by the Responsible Repurchase Party of notice, of any Material Breach or Material Document Defect with respect to any Mortgage Loan (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” within the meaning of Section 860G(a)(3)(A) of the Code and (y) the Responsible Repurchase Party discovered or received prompt written notice of the relation specified in clause (x), then (z) the Responsible Repurchase Party shall, within 90 days after discovery by the Responsible Repurchase Party or any party to the Pooling and Servicing 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 at the applicable Purchase Price; provided, however, that if the 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” within the meaning of Section 860G(a)(3)(A) of the Code, (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 the 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, (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 the Pooling and Servicing 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 of the Pooling and Servicing Agreement not less than 90 days prior to the delivery of the notice of such Material Document Defect, and (v) that the 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”), then the Responsible Repurchase Party shall have an additional period equal to the Resolution Extension Period to complete such correction or cure (or, upon
 
 
-9-
 
 
failure to complete such correction or cure, to repurchase the affected Mortgage Loan); and provided, further, however, 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 Responsible Repurchase Party shall be permitted, during the three-month period commencing on the Startup Day for the REMIC that holds the affected Mortgage Loan (or during the two-year period commencing on 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. The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement shall not in and of itself constitute delivery of notice of any Material Document Defect or knowledge of the Responsible Repurchase Party of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced as contemplated by this subsection, the Purchaser or its designee shall be entitled to designate 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. Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this subsection, 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 (except in the case of a Non-Trust-Serviced Pooled Mortgage Loan) of originals or copies of any other Specially Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates any such absence or non-conformity or irregularity) shall be conclusively presumed to be a Material Document Defect and shall obligate the Responsible Repurchase Party to cure such Material Document Defect, or, failing that, replace or repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures set forth herein.
 
Notwithstanding the foregoing provisions of this Section 5(a), in lieu of the Mortgage Loan Seller performing its obligations with respect to any Material Breach or Material Document Defect provided in the preceding paragraph, to the extent that the Mortgage Loan Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust, the Mortgage Loan Seller and the Special Servicer on behalf of the Trust, and with the consent of the Subordinate Class Representative to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser; provided 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. Upon its making such payment, the Mortgage Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach or Material Document Defect, and the Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Breach or Material Document Defect.
 
 
-10-
 
 
The Mortgage Loan Seller agrees that, with respect to any Non-Trust-Serviced Pooled Mortgage Loan, any “Document Defect” as such term is defined in the related Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under this Agreement; provided, however, that the foregoing shall not apply to any Document Defect related solely to the promissory note for any related Non-Serviced Pari Passu Companion Loan.
 
The remedies provided for in this subsection 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 Crossed Loan for purposes of the above provisions, and the 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 Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special 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 or Material Document Defect, as the case may be, 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 5(a) will not result in an Adverse REMIC Event or any Adverse Grantor Trust Event under the Pooling and Servicing Agreement; and
 
(B)          all of the following conditions would be satisfied if the 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 all 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 (excluding the Affected Loan(s)) is not greater than the greatest of (A) the
 
 
-11-
 
 
loan-to-value ratio, expressed as a 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 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 such 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 or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, will be entitled to cause to be delivered, or direct the Responsible Repurchase Party to (in which case the Responsible Repurchase Party shall) cause to be delivered, to the Master Servicer or the Special Servicer, as applicable, 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 Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the 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 will continue to hold the Other Crossed Loans, the Responsible Repurchase Party and the Purchaser agree 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 shall 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 this 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 Mortgage Loans in a Cross-Collateralized Group shall be allocated between the 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.
 
All costs and expenses incurred by the Trustee, the Master Servicer and/or the Special Servicer with respect to any Cross-Collateralized Group pursuant to the second preceding paragraph and the second and third sentences of the preceding paragraph shall be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.
 
 
-12-
 
 
(b)           Whenever one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by the Responsible Repurchase Party as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Responsible Repurchase Party shall 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” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 5 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 Responsible Repurchase Party promptly following receipt.
 
If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan Seller shall 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 deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement. 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.
 
(c)           The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable, receipt by the Trustee as the assignee of the Purchaser (or the Custodian) 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 this Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of the Mortgage File and any Additional Collateral for the Deleted Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase Party or its designee the ownership of such
 
 
-13-
 
 
Deleted Mortgage Loan, and (iii) the execution and delivery of notice to the affected Borrower of the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled to delivery from the Master Servicer and the Special Servicer of, 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 the Responsible Repurchase Party.
 
(d)           It is understood and agreed that, subject to the next paragraph, the obligations of the Responsible Repurchase Party set forth in this Section 5 to cure a Material Breach or a Material Document Defect, or to repurchase or replace or make a Loss of Value Payment in respect of the related Defective Mortgage Loan(s), as the case may be, constitute the sole remedies available to the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders with respect to a Breach or Document Defect in respect of any Mortgage Loan; provided that this limitation shall not in any way limit the Purchaser’s rights or remedies upon breach of any representation or warranty or covenant by the Mortgage Loan Seller set forth in this Agreement (other than those set forth in Exhibit C).
 
Notwithstanding the foregoing, to the extent (but only to the extent) that (A) the Mortgage Loan Seller specifically represents in the representations and warranties set forth in Exhibit C attached hereto that the Borrower under a Mortgage Loan is required to pay, or that the lender is entitled to charge the Borrower for, a cost or expense associated with the subject matter of such a representation and warranty set forth in Exhibit C, (B) such representation and warranty is untrue with respect to such cost or expense, (C) such cost or expense is actually incurred or borne by the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan), (D) the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan) exercises efforts consistent with the Servicing Standard and the related Mortgage Loan documents to collect such cost or expense from the Borrower and (E) the Borrower does not pay such cost or expense at or before the conclusion of the efforts described in the preceding clause (D), then the Responsible Repurchase Party hereby covenants and agrees (it being the intention of the parties that all, and not less than all, of the conditions described in the preceding clauses (A), (B), (C), (D) and (E) shall be precedent to such covenant and agreement) to pay such cost or expense within 90 days following a direction by the Trustee, the Master Servicer or the Special Servicer to do so. Also notwithstanding the foregoing, the remedy described in the immediately preceding sentence shall constitute the sole remedy available to the Trustee and any other affected Person with respect to any breach of any representation described in clause (A) of the immediately preceding sentence, the Responsible Repurchase Party shall not otherwise have any obligation to cure such a breach and the Responsible Repurchase Party shall not have any obligation to repurchase or replace the affected Mortgage Loan.
 
(e)           The Mortgage Loan Seller acknowledges and agrees that the Purchaser shall have no liability to the Mortgage Loan Seller or otherwise for any failure of the Mortgage Loan Seller or any other party to the Pooling and Servicing Agreement to perform its obligations provided for thereunder.
 
 
-14-
 
 
(f)           The Mortgage Loan Seller will provide the Responsible Repurchase Party copies of any Rule 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement. The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty, such recipient a “Seller Request Recipient” and such request or demand, a “Repurchase Request”) agrees to provide to the Depositor: (i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a Rule 15Ga-1 Notice; (ii) written notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Resolution Period, or, if applicable, any Resolution Extension Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Depositor, such other information in the Seller Request Recipient’s possession as would be necessary to permit the Depositor to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to it under law or regulation.
 
Each notice required to be delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10th) Business Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii) of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such Repurchase Request was made, (b) the Mortgage Loan with respect to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis, if any, asserted for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of the immediately preceding paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement, or the date of the commencement of such dispute, as applicable, (b) if pertaining to a dispute, the nature of such dispute, (c) if pertaining to the expiration of an Initial Resolution Period or a Resolution Extension Period, the expiration date of such Initial Resolution Period or, if applicable, a Resolution Extension Period, (d) if pertaining to a withdrawal, the basis for such withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing such Repurchase Request, (e) if pertaining to a rejection by the Seller Request Recipient, the basis for the Seller Request Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.
 
(g)           Each of the Mortgage Loan Seller and the Depositor acknowledge and agree that (i) a Repurchase Request Recipient under the Pooling and Servicing Agreement will not, in connection with providing the Mortgage Loan Seller or the Depositor with any
 
 
-15-
 
 
Rule 15Ga-1 Notice under the Pooling and Servicing Agreement, be required to deliver any attorney-client privileged communication or any information protected by the attorney work product doctrine, (ii) any Rule 15Ga-1 Notice delivered to Mortgage Loan Seller or the Depositor under the Pooling and Servicing Agreement is provided only to assist the Mortgage Loan Seller, the Depositor and any of their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other law or regulation, (iii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided to the Mortgage Loan Seller or the Depositor pursuant to Section 2.03(g) of the Pooling and Servicing Agreement 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 this Agreement or the Pooling and Servicing Agreement and (iv) receipt of a Rule 15Ga-1 Notice or delivery of any notice required to be delivered pursuant to Section 5(f) shall not in and of itself constitute delivery, or receipt, of notice of any Material Document Defect or Material Breach or knowledge on the part of the Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect or Material Breach or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the existence of any Material Document Defect or Material Breach.
 
(h)           The Mortgage Loan Seller shall provide to the Depositor relevant portions of any Form ABS-15G that the Mortgage Loan Seller is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission. Promptly upon request, the Depositor shall provide or cause to be provided to the Mortgage Loan Seller such information regarding the principal balances of the Mortgage Loan as is necessary in order for the Mortgage Loan Seller to prepare any such Form ABS-15G.
 
(i)            The Depositor shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Depositor is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission. The Trust’s CIK# is 0001638933.
 
Section 6.          Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.
 
The Closing shall be subject to each of the following conditions:
 
(i)            All of the representations and warranties of the Mortgage Loan Seller made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty);
 
(ii)           All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to
 
 
-16-
 
 
the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;
 
(iii)          The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement;
 
(iv)          The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;
 
(v)           All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;
 
(vi)          The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;
 
(vii)         The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;
 
(viii)        Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and
 
(ix)          The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement.
 
Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.
 
Section 7.               Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:
 
(i)            This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
 
(ii)           Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
 
 
-17-
 
 
(iii)          An Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
 
(iv)         A certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
 
(v)          A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
 
(vi)         A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
 
(vii)        A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller;
 
(viii)       A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
 
(ix)         A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in
 
 
-18-
 
 
agreed upon sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
 
(x)          Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of date thereof;
 
(xi)          One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
 
(xii)         If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
 
 
-19-
 
 
(xiii)      Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
 
Section 8.             Additional Reporting Under Regulation AB. With respect to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Depositor and the Certificate Administrator any information that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor, if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) under the terms of Schedule V or Schedule VI to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan Seller (solely as in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information” set forth on Schedule VII of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form readily convertible to an EDGAR compatible form, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall be made not later than 5 calendar days after the related Distribution Date (in the case of any such “Additional Form 10-D Information”), and no later than March 7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “Additional Form 10-K Information”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder.
 
Section 9.             Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the Cut-off Date Pool Balance) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and
 
 
-20-
 
 
expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (x) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.
 
Section 10.            Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing, or, if to the Mortgage Loan Seller, addressed to the Mortgage Loan Seller at C-III Commercial Mortgage LLC, 5221 N. O’Connor Blvd., Suite 600, Irving, Texas 75039, Attention: Jenna Vick Unell, General Counsel, Facsimile No.: (972) 868-5490 (with a copy to: (A) C-III Commercial Mortgage LLC, 717 Fifth Avenue, 18th Floor, New York, New York 10022, Attention: Paul Hughson, Facsimile No.: (212) 705-5001, (B) C-III Capital Partners LLC, 717 Fifth Avenue, 18th Floor, New York, New York 10022, Attention: Jeffrey Cohen, Facsimile No.: (212) 705-5001, and (C) C-III Commercial Mortgage LLC, 717 Fifth Avenue, 15th Floor, New York, New York 10022, Attention: Michael Pierro, Facsimile No.: (212) 705-5001), or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.
 
Section 11.            Miscellaneous. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein.
 
 
-21-
 
 
Section 12.           Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.
 
Section 13.            Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
 
Section 14.            Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.
 
Section 15.            Further Assurances. The Mortgage Loan Seller and the Purchaser each agrees to execute and deliver such instruments and take such further actions as any other party hereto may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
 
-22-
 
 
Section 16.            Successors and Assigns. The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned by the Mortgage Loan Seller without the prior written consent of the Purchaser, except that any person into which the Mortgage Loan Seller may be merged or consolidated, or any person resulting from any merger, conversion or consolidation to which the Mortgage Loan Seller is a party, or any person succeeding to all or substantially all of the business of the Mortgage Loan Seller, shall be the successor to the Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights under this Agreement, in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser, and their respective successors and permitted assigns.
 
Section 17.            Information. The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure document.
 
Section 18.            Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided, however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the memorandum of understanding dated March 30, 2015 between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.
 
[SIGNATURE PAGE FOLLOWS]
 
 
-23-
 

IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
  C-III COMMERCIAL MORTGAGE LLC
     
 
By:
 
    Name: 
    Title: 
     
  WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
     
 
By:
 
    Name: 
    Title: 
     
 
 
WFCM 2015-C28 - MLPA (C-III)
 
 
EXHIBIT A
 
SCHEDULE OF MORTGAGE LOANS
 
 
Exh. A-1
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
MORTGAGE LOAN SCHEDULE
 
Mortgage Loan Number
  
Mortgage Loan Seller
  
Property Name
  
Address
  
City
  
State
  
Zip Code
  
Original Principal Balance ($)
  
Cut-off Date Principal Balance ($)
  
Loan Amortization Type
  
Monthly P&I Payment ($)
  
Interest Accrual Basis
  
Mortgage Rate
  
Administrative Fee Rate
  
Payment Due Date
  
Stated Maturity Date or Anticipated Repayment Date
  
Original Term to Maturity or ARD (Mos.)
  
Remaining Term to Maturity or ARD (Mos.)
19
  
CIIICM
  
REL Commons
  
Various
  
Various
  
NH
  
Various
  
16,500,000.00
  
16,500,000.00
  
Interest-only, Amortizing Balloon
  
79,632.04
  
Actual/360
  
4.0900%
  
0.02675%
  
4/5/2015
  
3/5/2025
  
120
  
118
19.01
  
CIIICM
  
Exeter Commons
  
63-93 Portsmouth Avenue
  
Exeter
  
NH
  
03833
  
11,000,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.02
  
CIIICM
  
Littleton Commons
  
554-570 Meadow Street
  
Littleton
  
NH
  
03561
  
3,700,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.03
  
CIIICM
  
Spaulding Commons
  
306 North Main Street
  
Rochester
  
NH
  
03839
  
1,800,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20
  
CIIICM
  
CubeSmart Portfolio II
  
Various
  
Various
  
Various
  
Various
  
14,182,500.00
  
14,182,500.00
  
Interest-only, Amortizing Balloon
  
71,355.91
  
Actual/360
  
4.4400%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
20.01
  
CIIICM
  
CubeSmart AAA Friendly
  
12324 Highway 155 South
  
Tyler
  
TX
  
75703
  
5,302,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.02
  
CIIICM
  
CubeSmart Shreveport
  
150 Dalton Street
  
Shreveport
  
LA
  
71106
  
3,075,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.03
  
CIIICM
  
CubeSmart Saginaw
  
419 North Saginaw Boulevard
  
Saginaw
  
TX
  
76179
  
3,000,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.04
  
CIIICM
  
CubeSmart Tyler
  
3016 West Gentry Parkway
  
Tyler
  
TX
  
75702
  
2,805,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
24
  
CIIICM
  
Sherlock Storage Portfolio
  
Various
  
Various
  
WA
  
Various
  
13,500,000.00
  
13,481,131.35
  
Amortizing Balloon
  
65,781.15
  
Actual/360
  
4.1700%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
24.01
  
CIIICM
  
Sherlock Self Storage Woodinville
  
21601 West Bostian Road
  
Woodinville
  
WA
  
98072
  
7,500,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
24.02
  
CIIICM
  
Sherlock Self Storage Bothell
  
17101 Bothell Way NE
  
Bothell
  
WA
  
98011
  
6,000,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26
  
CIIICM
  
CubeSmart Portfolio I
  
Various
  
Various
  
Various
  
Various
  
13,117,500.00
  
13,117,500.00
  
Interest-only, Amortizing Balloon
  
65,997.62
  
Actual/360
  
4.4400%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
26.01
  
CIIICM
  
CubeSmart Corpus Christi
  
6218 South Padre Island Drive
  
Corpus Christi
  
TX
  
78401
  
7,087,500.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.02
  
CIIICM
  
CubeSmart Hollytree
  
6212 Hollytree Drive
  
Tyler
  
TX
  
75703
  
3,780,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.03
  
CIIICM
  
CubeSmart Pensacola
  
2450 East Olive Road
  
Pensacola
  
FL
  
35214
  
2,250,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37
  
CIIICM
  
Suburban Chicago Retail Portfolio
  
Various
  
Various
  
IL
  
Various
  
8,500,000.00
  
8,488,806.75
  
Amortizing Balloon
  
43,068.25
  
Actual/360
  
4.5000%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
37.01
  
CIIICM
  
Briarwood Retail Center
  
1473-1491 South Randall Road
  
Algonquin
  
IL
  
60102
  
2,930,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.02
  
CIIICM
  
Apple Valley Retail Center
  
941 South Route 59
  
Bartlett
  
IL
  
60103
  
2,600,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.03
  
CIIICM
  
Eola Retail Center
  
1242 N Eola Road
  
Aurora
  
IL
  
60502
  
2,010,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.04
  
CIIICM
  
County Line Retail Center
  
1409-1417 Commerce Drive
  
Algonquin
  
IL
  
60102
  
960,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
41
  
CIIICM
  
Town Square East
  
2260 East Palmdale Boulevard
  
Palmdale
  
CA
  
93550
  
7,000,000.00
  
7,000,000.00
  
Amortizing Balloon
  
35,053.26
  
Actual/360
  
4.4000%
  
0.02675%
  
6/5/2015
  
5/5/2025
  
120
  
120
45
  
CIIICM
  
TownePlace Suites York
  
2789 Concord Road
  
York
  
PA
  
17402
  
6,550,000.00
  
6,533,123.97
  
Amortizing Balloon
  
41,438.53
  
Actual/360
  
4.5000%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
52
  
CIIICM
  
Copper Country MHP & Mini Storage  
  
5900 North Main Street
  
Globe
  
AZ
  
85501
  
5,550,000.00
  
5,550,000.00
  
Interest-only, Amortizing Balloon
  
28,551.35
  
Actual/360
  
4.6300%
  
0.02675%
  
5/5/2015
  
4/5/2020
  
60
  
59
54
  
CIIICM
  
Hobby Lobby Center
  
1160 Vann Drive
  
Jackson
  
TN
  
38305
  
5,040,000.00
  
5,033,093.63
  
Amortizing Balloon
  
24,882.37
  
Actual/360
  
4.2800%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
56
  
CIIICM
  
Holiday Inn Express Palatka
  
3813 Reid Street
  
Palatka
  
FL
  
32177
  
4,925,000.00
  
4,925,000.00
  
Amortizing Balloon
  
26,818.67
  
Actual/360
  
4.3000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
59
  
CIIICM
  
Holiday MHC
  
6701 West 12th Street
  
Sioux Falls
  
SD
  
57105
  
4,500,000.00
  
4,500,000.00
  
Interest-only, Amortizing Balloon
  
23,691.61
  
Actual/360
  
4.8300%
  
0.02675%
  
5/1/2015
  
4/1/2020
  
60
  
59
63
  
CIIICM
  
Westmoreland Commons
  
841-853 Shugart Road
  
Dalton
  
GA
  
30720
  
4,250,000.00
  
4,250,000.00
  
Interest-only, Amortizing Balloon
  
20,412.85
  
Actual/360
  
4.0500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
65
  
CIIICM
  
Gateway Center
  
980 Industrial Parkway
  
Saraland
  
AL
  
36571
  
3,900,000.00
  
3,900,000.00
  
Interest-only, Amortizing Balloon
  
20,931.74
  
Actual/360
  
4.1600%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
66
  
CIIICM
  
Planet Self Storage - Hyde Park
  
1637 Hyde Park Avenue
  
Boston
  
MA
  
02135
  
3,890,000.00
  
3,890,000.00
  
Interest-only, Amortizing Balloon
  
19,090.94
  
Actual/360
  
4.2300%
  
0.02675%
  
4/1/2015
  
3/1/2025
  
120
  
118
70
  
CIIICM
  
Park Village MHC
  
1623 10th Avenue Southwest
  
Aberdeen
  
SD
  
57401
  
3,750,000.00
  
3,745,061.80
  
Amortizing Balloon
  
19,000.70
  
Actual/360
  
4.5000%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
72
  
CIIICM
  
Country Air & Moore Manor
  
Various
  
Various
  
SC
  
Various
  
3,640,000.00
  
3,635,445.49
  
Amortizing Balloon
  
19,053.84
  
Actual/360
  
4.7800%
  
0.02675%
  
5/5/2015
  
4/5/2025
  
120
  
119
72.01
  
CIIICM
  
Moore Manor MHP
  
1600 Oakwood Drive
  
West Columbia
  
SC
  
29169
  
2,055,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
72.02
  
CIIICM
  
Country Air MHP
  
2212 West Georgia Road
  
Simpsonville
  
SC
  
29680
  
1,585,000.00
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
74
  
CIIICM
  
Bryant Circle Self Storage
  
412 Bryant Circle
  
Ojai
  
CA
  
93023
  
3,500,000.00
  
3,500,000.00
  
Interest-only, Amortizing Balloon
  
16,972.91
  
Actual/360
  
4.1300%
  
0.02675%
  
5/5/2015
  
4/5/2025
  
120
  
119
75
  
CIIICM
  
Planet Self Storage - New Milford
  
156 Danbury Road
  
New Milford
  
CT
  
06776
  
3,500,000.00
  
3,500,000.00
  
Interest-only, Amortizing Balloon
  
17,176.94
  
Actual/360
  
4.2300%
  
0.02675%
  
4/1/2015
  
3/1/2025
  
120
  
118
81
  
CIIICM
  
High Acres & Fairdale MHC
  
3157 Dutch Hollow Road
  
Bemus Point
  
NY
  
14712
  
2,750,000.00
  
2,750,000.00
  
Amortizing Balloon
  
15,285.39
  
Actual/360
  
4.5000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
83
  
CIIICM
  
Road Runner Sports Facility
  
5549-5553 Copley Drive
  
San Diego
  
CA
  
92111
  
4,400,000.00
  
2,588,991.50
  
Amortizing Balloon
  
31,211.00
  
30/360
  
7.0400%
  
0.02675%
  
12/1/1999
  
11/1/2019
  
240
  
54
84
  
CIIICM
  
Rite Aid Kenmore
  
17562 68th Avenue NE
  
Kenmore
  
WA
  
98028
  
2,500,000.00
  
2,500,000.00
  
Amortizing Balloon
  
14,038.09
  
Actual/360
  
4.6000%
  
0.02675%
  
6/5/2015
  
5/5/2025
  
120
  
120
85
  
CIIICM
  
Long Lake Square Office
  
70 West Long Lake Road
  
Troy
  
MI
  
48198
  
2,200,000.00
  
2,200,000.00
  
Amortizing Balloon
  
12,290.83
  
Actual/360
  
4.5500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
87
  
CIIICM
  
Granada Square Apartments
  
3416 Chicot Street
  
Pascagoula
  
MS
  
39581
  
1,900,000.00
  
1,900,000.00
  
Amortizing Balloon
  
10,141.63
  
Actual/360
  
4.9500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
88
  
CIIICM
  
Granite Falls Mini Storage
  
406 North Alder Road, 407 East Stanley Street & 102, 104, & 108 North Alder
  
Granite Falls
  
WA
  
98252
  
1,820,000.00
  
1,820,000.00
  
Amortizing Balloon
  
9,714.61
  
Actual/360
  
4.9500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
91
  
CIIICM
  
Mellodee Thornton MHP
  
2340 West Victory Road
  
Boise
  
ID
  
83705
  
1,600,000.00
  
1,597,942.31
  
Amortizing Balloon
  
8,231.02
  
Actual/360
  
4.6300%
  
0.02675%
  
5/5/2015
  
4/5/2025
  
120
  
119
93
  
CIIICM
  
Blue Ridge Self Storage
  
24 Paisley Mountain Road
  
Cashiers
  
NC
  
28717
  
1,600,000.00
  
1,596,218.49
  
Amortizing Balloon
  
10,781.51
  
Actual/360
  
5.2500%
  
0.02675%
  
5/1/2015
  
4/1/2020
  
60
  
59
94
  
CIIICM
  
Phoenix Estates MHP
  
202 Lingering Lane
  
Deland
  
FL
  
32724
  
1,550,000.00
  
1,548,042.72
  
Amortizing Balloon
  
8,066.86
  
Actual/360
  
4.7300%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
97
  
CIIICM
  
Out O’Space Storage Pensacola
  
540 East Fairfield Drive
  
Pensacola
  
FL
  
32503
  
1,450,000.00
  
1,450,000.00
  
Interest-only, Amortizing Balloon
  
7,116.16
  
Actual/360
  
4.2300%
  
0.02675%
  
5/1/2015
  
4/1/2025
  
120
  
119
98
  
CIIICM
  
CVS and Pet Supplies Plus
  
207-209 Market Street
  
Brighton
  
MA
  
02135
  
3,510,000.00
  
1,020,869.40
  
Fully Amortizing
  
27,551.11
  
30/360
  
7.1600%
  
0.02675%
  
12/1/1998
  
11/1/2018
  
240
  
42
99
  
CIIICM
  
Walgreens Plaza
  
1425 Massachusetts Avenue
  
Arlington
  
MA
  
02174
  
3,415,000.00
  
993,237.03
  
Fully Amortizing
  
26,805.43
  
30/360
  
7.1600%
  
0.02675%
  
12/1/1998
  
11/1/2018
  
240
  
42
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
MORTGAGE LOAN SCHEDULE
 
Mortgage Loan Number
Mortgage Loan Seller
  
Property Name
    
Amortization Term (Original) (Mos.)
  
Amortization Term (Remaining) (Mos.)
  
Cross Collateralized and Cross Defaulted Loan Flag
Prepayment Provisions
  
Ownership Interest
  
Grace Period Late (Days)
  
Secured by LOC (Y/N)
  
LOC Amount
  
Borrower Name
  
Master Servicing Fee Rate
19
  
CIIICM
  
REL Commons
    
360
  
360
  
 
  
L(26),D(91),O(3)
  
Fee
  
0
  
N
  
NAP
  
R E L Commons, LLC; Exeter Retail, LLC
  
0.0200%
19.01
  
CIIICM
  
Exeter Commons
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.02
  
CIIICM
  
Littleton Commons
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
19.03
  
CIIICM
  
Spaulding Commons
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20
  
CIIICM
  
CubeSmart Portfolio II
    
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
AMS I Saginaw Investments, LP; PRH V, LLC; PRH VII, LLC; Storage Works USA, LLC
  
0.0200%
20.01
  
CIIICM
  
CubeSmart AAA Friendly
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.02
  
CIIICM
  
CubeSmart Shreveport
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.03
  
CIIICM
  
CubeSmart Saginaw
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
20.04
  
CIIICM
  
CubeSmart Tyler
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
24
  
CIIICM
  
Sherlock Storage Portfolio
    
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Sherlock Investments-Bothell, LLC; Sherlock Investments-Woodinville, LLC
  
0.0200%
24.01
  
CIIICM
  
Sherlock Self Storage Woodinville
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
24.02
  
CIIICM
  
Sherlock Self Storage Bothell
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26
  
CIIICM
  
CubeSmart Portfolio I
    
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
PRH III, LLC; PRH IV, LLC; PRH VI, LLC
  
0.0200%
26.01
  
CIIICM
  
CubeSmart Corpus Christi
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.02
  
CIIICM
  
CubeSmart Hollytree
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
26.03
  
CIIICM
  
CubeSmart Pensacola
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37
  
CIIICM
  
Suburban Chicago Retail Portfolio
    
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Apple Valley Partners, LLC; Briarwood Retail Partners, LLC; County Line Commercial, LLC; Eola & Aurora Partners, L.L.C.
  
0.0200%
37.01
  
CIIICM
  
Briarwood Retail Center
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.02
  
CIIICM
  
Apple Valley Retail Center
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.03
  
CIIICM
  
Eola Retail Center
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
37.04
  
CIIICM
  
County Line Retail Center
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
41
  
CIIICM
  
Town Square East
    
360
  
360
  
 
  
L(24),D(90),O(6)
  
Fee
  
0
  
N
  
NAP
  
2200 Town Square East LLC
  
0.0200%
45
  
CIIICM
  
TownePlace Suites York
    
240
  
239
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
AVA Realty York-2, LLC
  
0.0200%
52
  
CIIICM
  
Copper Country MHP & Mini Storage
    
360
  
360
  
 
  
L(25),D(32),O(3)
  
Fee
  
0
  
N
  
NAP
  
Santiago Copper Country, a California Limited Partnership
  
0.0200%
54
  
CIIICM
  
Hobby Lobby Center
    
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
1160 Vann Drive Realty Holdings, LLC
  
0.0200%
56
  
CIIICM
  
Holiday Inn Express Palatka
    
300
  
300
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
Akal Hospitality LLC
  
0.0200%
59
  
CIIICM
  
Holiday MHC
    
360
  
360
  
 
  
L(25),D(32),O(3)
  
Fee
  
0
  
N
  
NAP
  
Holiday Sioux Falls, LP
  
0.0200%
63
  
CIIICM
  
Westmoreland Commons
    
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
GA Dalton Westmoreland, LLC
  
0.0200%
65
  
CIIICM
  
Gateway Center
    
300
  
300
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
HSC Gateway, LLC
  
0.0200%
66
  
CIIICM
  
Planet Self Storage - Hyde Park
    
360
  
360
  
 
  
L(26),GRTR 1% or YM(91),O(3)
  
Fee
  
0
  
N
  
NAP
  
Hyde Park Storage LLC
  
0.0200%
70
  
CIIICM
  
Park Village MHC
    
360
  
359
  
 
  
L(25),D(82),O(13)
  
Fee
  
0
  
N
  
NAP
  
Park Village, LLC
  
0.0200%
72
  
CIIICM
  
Country Air & Moore Manor
    
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Country Air Moore Mobile Manor MHP, LLC
  
0.0200%
72.01
  
CIIICM
  
Moore Manor MHP
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
72.02
  
CIIICM
  
Country Air MHP
    
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
74
  
CIIICM
  
Bryant Circle Self Storage
    
360
  
360
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Calabasas Estates LLC
  
0.0200%
75
  
CIIICM
  
Planet Self Storage - New Milford
    
360
  
360
  
 
  
L(26),GRTR 1% or YM(91),O(3)
  
Fee
  
0
  
N
  
NAP
  
New Milford Limited Partnership
  
0.0200%
81
  
CIIICM
  
High Acres & Fairdale MHC
    
300
  
300
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
High Acres-Fairdale II, LLC
  
0.0200%
83
  
CIIICM
  
Road Runner Sports Facility
    
300
  
114
  
 
  
L(60),GRTR 1% or YM(177),O(3)
  
Fee
  
10
  
N
  
NAP
  
Hamann Kearny Mesa L.P.
  
0.0200%
84
  
CIIICM
  
Rite Aid Kenmore
    
300
  
300
  
 
  
L(24),GRTR 1% or YM(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
BFI-2, LLC
  
0.0200%
85
  
CIIICM
  
Long Lake Square Office
    
300
  
300
  
 
  
L(24),D(92),O(4)
  
Fee
  
0
  
N
  
NAP
  
Long Lake Square L.L.C.
  
0.0200%
87
  
CIIICM
  
Granada Square Apartments
    
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
Granada Square Properties LLC
  
0.0200%
88
  
CIIICM
  
Granite Falls Mini Storage
    
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
0
  
N
  
NAP
  
Granite Falls Mini Storage Inc.; Alder Additions LLC
  
0.0200%
91
  
CIIICM
  
Mellodee Thornton MHP
    
360
  
359
  
 
  
L(25),GRTR 1% or YM(91),O(4)
  
Fee
  
0
  
N
  
NAP
  
Mellodee Thornton Park, LLC
  
0.0200%
93
  
CIIICM
  
Blue Ridge Self Storage
    
240
  
239
  
 
  
L(25),D(32),O(3)
  
Fee
  
0
  
N
  
NAP
  
Blue Ridge Climatized Self Storage SPE, LLC
  
0.0200%
94
  
CIIICM
  
Phoenix Estates MHP
    
360
  
359
  
 
  
L(25),D(92),O(3)
  
Fee
  
0
  
N
  
NAP
  
Villas of Florida #2, LLC
  
0.0200%
97
  
CIIICM
  
Out O’Space Storage Pensacola
    
360
  
360
  
 
  
L(25),GRTR 1% or YM(89),O(6)
  
Fee
  
0
  
N
  
NAP
  
Athena Space, LLC
  
0.0200%
98
  
CIIICM
  
CVS and Pet Supplies Plus
    
240
  
42
  
 
  
L(96),GRTR 1% or YM(140),O(4)
  
Fee
  
5
  
N
  
NAP
  
Michael B. Moskow, as Trustee of Packet Realty Trust
  
0.0200%
99
  
CIIICM
  
Walgreens Plaza
    
240
  
42
  
 
  
L(96),GRTR 1% or YM(140),O(4)
  
Fee
  
5
  
N
  
NAP
  
Michael B. Moskow, as Trustee of Packet Realty Trust
  
0.0200%
 
 
 
 


EXHIBIT B-1
 
REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE MORTGAGE LOAN SELLER
 
The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date:
 
(a)           The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
 
(b)           The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’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 Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(c)           The Mortgage Loan Seller has the full 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.
 
(d)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (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.
 
(e)           The Mortgage Loan Seller 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 Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(f)           No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan Documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.
 
 
Exh. B-1-1
 
 
(g)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(h)           The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction.
 
(i)            The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors.
 
(j)            The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein.
 
(k)           After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business.
 
(l)            The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature.
 
(m)           No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated.
 
(n)           The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of Texas.
 
(o)           The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.
 
 
Exh. B-1-2
 

EXHIBIT B-2
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER
 
The Purchaser hereby represents and warrants that, as of the Closing Date:
 
(a)           The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina.
 
(b)           The Purchaser’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Purchaser’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 Purchaser, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
(c)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(d)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement.
 
(e)           The Purchaser has the full 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.
 
(f)           The Purchaser 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 Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
 
Exh. B-2-1
 
EXHIBIT C
 
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
                             For purposes of this Exhibit C, the phrase “the Mortgage Loan Seller’s knowledge” and other words and phrases of like import shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Mortgage Loan Seller, its officers and employees responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth below in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). All information contained in documents which are part of or required to be part of a Mortgage File, as specified in the Pooling and Servicing Agreement (to the extent such documents exist) shall be deemed within the Mortgage Loan Seller’s knowledge.                    
 
                           The Mortgage Loan Seller hereby represents and warrants that, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except with respect to the Exceptions described on Schedule C to this Agreement.
 
1.           Complete Mortgage File. With respect to each Mortgage Loan, to the extent that the failure to deliver the same would constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement, (i) a copy of the Mortgage File for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the 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.
 
2.           Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.
 
 
Exh. C-1
 
 
3.           Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
 
                              Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
 
4.           Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
 
5.           Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no representation is made as to the
 
 
Exh. C-2
 
 
perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
6.           Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.
 
7.           Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
 
Exh. C-3
 
 
8.           Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of which clauses (a) through (g), individually or in the aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
 
9.           Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1.
 
 
Exh. C-4
 
 
10.         Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
 
11.         Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
12.         Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.
 
                           An engineering report or property condition assessment was prepared by a third party engineering consultant in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon the due diligence customarily performed by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable structural defects, except, as to all statements in clauses (a) and (b) above, to the extent: (x) any damage or deficiencies would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage, or repairs with respect to such damage or deficiencies are estimated to not exceed 5% of the original principal balance of the Mortgage
 
 
Exh. C-5
 
 
Loan; (y) such repairs have been completed; or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.
 
                             To the Mortgage Loan Seller’s knowledge, based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering report or Servicing File and those addressed in sub-clauses (x), (y), and (z) of the preceding sentence.
 
13.         Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.
 
14.         Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.
 
15.         Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.
 
 
Exh. C-6
 
 
16.         Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with lender pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer. Any and all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used for their intended purpose. No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.
 
17.         No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of any such escrow fund.
 
18.         Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.
 
                           Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances), which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan with a principal balance of $35 million or more, 18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less than
 
 
Exh. C-7
 
 
12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180 day “extended period of indemnity”; and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount, set forth in clause (i) above.
 
                               If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.
 
                                If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.
 
                              The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.
 
                              An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) or scenario expected loss for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, which correlates to a 10% probability of exceedance in an exposure period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML.
 
                              The Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
 
 
Exh. C-8
 
 
principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.
 
                           All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
 
19.         Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.
 
20.         No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against
 
 
Exh. C-9
 
 
by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.
 
21.         No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.
 
22.         REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
 
23.         Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.
 
24.         Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.
 
 
Exh. C-10
 
 
25.         Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and, except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid.
 
26.         Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.
 
27.         Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.
 
28.         Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor
 
 
Exh. C-11
 
 
(which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) Mortgagor’s fraud or intentional misrepresentation; (iii) criminal acts by the Mortgagor or guarantor resulting in the seizure or forfeiture of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) Mortgagor’s commission of material physical waste at the Mortgaged Property.
 
29.         Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.
 
 
Exh. C-12
 
 
                           In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).
 
                           No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.
 
30.         Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.
 
31.         Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on Schedule C.
 
32.         Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage
 
 
Exh. C-13
 
 
Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1, or future permitted mezzanine debt as set forth on Exhibit C-32-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on Exhibit C-32-3 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
 
33.         Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Principal Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
 
34.         Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage
 
 
Exh. C-14
 
 
Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.
 
35.         Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.
 
36.         Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.
 
                           With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:
 
  (A)           The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;
 
 
Exh. C-15
 
 
  (B)          The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;
 
  (C)           The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);
 
  (D)          The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;
 
  (E)           Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);
 
  (F)           The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
 
  (G)          The Ground Lease and Related Documents require the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;
 
  (H)          A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;
 
 
Exh. C-16
 
 
  (I)            The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;
 
  (J)            Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
 
  (K)           In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
 
  (L)           Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
 
37.         Servicing. The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices.
 
38.         Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.
 
39.         Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality or single tenant properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage
 
 
Exh. C-17
 
 
Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan.
 
40.         No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.
 
41.         Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
 
42.         Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service designed to elicit information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization. ((1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
 
 
Exh. C-18
 
 
43.          Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.
 
                            In the case of each Mortgage Loan set forth on Exhibit C-43-1, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on Exhibit C-43-1 (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the Trustee will within 60 days following the Closing Date be a named insured under such policy either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”), and (b) if such report disclosed the existence of a material
 
 
Exh. C-19
 
 
and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan (or, in the case of an ARD Loan, the related Anticipated Repayment Date).
 
44.         Lease Estoppels. With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as the Mortgage Loan Seller may deem reasonable and appropriate based on the Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to the Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
 
45.         Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.
 
46.         Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Mortgage Loan
 
 
Exh. C-20
 
 
Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.
 
47.         Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Loan Combination.
 
48.         Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
 
49.         Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.
 
 
Exh. C-21
 
 
Exhibit C-32-1
 
List of Mortgage Loans with Current Mezzanine Debt
 
None.
 
 
Exh. C-32-1-1
 
 
Exhibit C-32-2
 
List of Mortgage Loans with Permitted Mezzanine Debt
 
None.
 
 
Exh. C-32-2-1
 

Exhibit C-32-3
 
List of Cross-Collateralized and Cross-Defaulted Mortgage Loans
 
None.
 
 
Exh. C-32-3-1
 

Exhibit C-43-1
 
List of Mortgage Loans with Environmental Insurance
 
Loan No.
Mortgage Loan
Policy Issuer
75
Planet Self Storage – New Milford
Steadfast Insurance Company
88
Granite Falls Mini Storage
Steadfast Insurance Company
91
Mellodee Thornton MHP
Steadfast Insurance Company

 
Exh. C-43-1-1
 
 
SCHEDULE C
 
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement.
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(8) Permitted Liens; Title Insurance
  
High Acres & Fairdale MHC (Loan No. 81)
 
Granite Falls Mini-Storage (Loan No. 88)
 
  
With respect to each of the subject Mortgage Loans, the related Mortgaged Property consists of two or more noncontiguous parcels.
(8) Permitted Liens; Title Insurance
  
Road Runner Sports Facility (Loan No. 83)
  
The sole tenant at the related Mortgaged Property has a right of first refusal to purchase such Mortgaged Property. In addition, a title report dated 7/21/2014 shows of record a $1,192,382 deed of trust recorded 9/26/95 that encumbers a portion of the related Mortgaged Property; but such deed of trust has been insured against by the related title policy.
 
(8) Permitted Liens; Title Insurance
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, the related title policy does not contain same as survey or contiguity endorsements.
(11) Financing Statements
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, there are no UCC financing statements.
(12) Condition of Property
  
Road Runner Sports Facility (Loan No. 83)
 
  
The subject Mortgage Loan was originated in 1999 and the related Mortgaged Property was not inspected within six months of origination by the Mortgage Loan Seller; however, it was inspected within twelve months of the cut-off date.
(12) Condition of Property
  
Rite Aid Kenmore (Loan No. 84)
 
  
The related Mortgaged Property was last inspected in September, which is more than six months prior to origination; however, it was inspected within twelve months of the cut-off date.
 
(12) Condition of Property
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
The subject Mortgage Loans were originated in 1998 and the related Mortgaged Properties were not inspected within six months of origination by the Mortgage Loan Seller; however, they were inspected within twelve months of the cut-off date.
(15) Actions Concerning Mortgage Loan
  
Road Runner Sports Facility (Loan No. 83)
  
The subject Mortgage Loan was originated in 1999 by State Farm Life Insurance Company and was purchased by the Mortgage Loan Seller in November 2014. Any arbitration or governmental investigation regarding the mortgagor, guarantor, or mortgagor’s interest in the property at the time of origination is unknown.
 
(15) Actions Concerning Mortgage Loan
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
  
The subject Mortgage Loans were originated in 1998 by John Hancock Mutual Life Insurance Company and were purchased by the Mortgage Loan Seller in November 2014. Any arbitration or governmental investigation regarding the mortgagor, guarantor, or mortgagor’s interest in the property at the time of origination is unknown.
 
 
 
Sch. C-1
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(18) Insurance
  
Various Mortgage Loans (Loan Nos. 19, 20, 24, 26, 37, 41, 45, 52, 54, 56, 59, 63, 65, 66, 70, 72, 74, 75, 81, 84, 85, 87, 88, 91, 93, 94 and 97)
 
  
The related loan documents may provide for a terrorism insurance coverage cap equal to the amount of coverage available at a cost not in excess of two times the all risk insurance premium (without terrorism insurance coverage and without coverage for other catastrophe perils such as flood, windstorm and earthquake).
(18) Insurance
  
Road Runner Sports Facility (Loan No. 83)
 
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, the related mortgage loan documents do not require, and the related Mortgaged Property may not be covered by, terrorism insurance.
(18) Insurance
  
Rite Aid Kenmore (Loan No. 84)
 
  
Pursuant to the terms of the lease on the related Mortgaged Property, the related tenant is entitled to provide its own property and related insurance (including through self-insurance). The insurance requirements of the lease do not match the insurance requirements set forth in Representation & Warranty No. 18.
         
(18) Insurance
  
Granada Square Apartments (Loan No. 87)
 
  
The related borrower’s insurance does not include excess flood coverage as would generally be required.
(26) Local Law Compliance
  
Various Mortgage Loans (Loan Nos. 19, 20, 26, 41, 52, 56, 66, 70, 72, 74, 75, 81, 83, 84, 85, 87, 88, 94 and 99)
  
For each of the subject Mortgage Loans, the related Mortgaged Property constitutes (or, if applicable, one or more of the related Mortgaged Properties constitute) a legal nonconforming use and/or structure which, following a casualty or destruction, may not be restored or repaired to the full extent necessary to maintain the pre-casualty/pre-destruction use of the subject structure/property if the replacement cost exceeds a specified threshold and/or the restoration or repair is not completed or the prior use is not resumed (or certain key steps in connection therewith are not taken) within a specified time frame. In each case, law and ordinance insurance coverage was obtained, but such insurance only covers (i) the loss to the subject structure when it must be demolished to comply with code requirements, (ii) the cost to demolish and clear the site of the undamaged portions of the covered structure, where the law requires its demolition, and (iii) increased cost of construction, to the extent such cost is a consequence of the enforcement of an ordinance or law.
 
(27) Licenses and Permits
  
Road Runner Sports Facility (Loan No. 83)
 
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, the related loan documents do not contain any requirement regarding the related borrower’s qualification to do business beyond a general covenant to comply with laws having jurisdiction over the related Mortgaged Property or the use thereof.
(28) Recourse Obligations
  
Road Runner Sports Facility (Loan No. 83)
  
The related loan documents contain no provision for (1) full recourse liability to borrower or guarantor as required by clause (a) of Representation and Warranty No. 28, or (2) recourse liability for criminal forfeiture as required by clause (b)(iii) of Representation and Warranty No. 28.
 
(28) Recourse Obligations
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
  
With respect to each of the subject Mortgage Loans: (1) the related loan documents do not provide for any recourse liability under the circumstances contemplated by clause (a), (b)(ii) (unless the fraud or misrepresentation is material to the subject Mortgage Loan or the related Mortgaged Property or other security), (b)(iii) or (b)(v) (unless the waste is material to the subject Mortgage Loan or the related Mortgaged Property or other security) of Representation and Warranty No. 28; and (2) there is no party separate from the related borrower that is liable for nonrecourse carve-outs.
 
 
 
Sch. C-2
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(29) Mortgage Releases
  
REL Commons (Loan No. 19)
  
The related loan documents permit the release of an individual related Mortgaged Property based upon the defeasance of 105% (as opposed to 110%) of the allocated loan amount for such Mortgaged Property.
 
(29) Mortgage Releases
  
Sherlock Storage Portfolio (Loan No. 24)
  
The related Mortgages permit the splitting of the subject Mortgage Loan into two separate mortgage loans (the “Split Mortgage Loans”), one of which Split Mortgage Loans will be secured by one of the related Mortgaged Properties and the other of which Split Mortgage Loans will be secured by the remaining Mortgaged Property. The Split Mortgage Loans will not be cross-collateralized or cross-defaulted. The splitting of the Subject Mortgage Loan is subject to, among other things, the satisfaction of various loan-to-value ratio, debt service coverage ratio and debt yield tests with respect to each Split Mortgage Loan. However, there is no requirement for partial defeasance or, except in connection with REMIC compliance, any principal paydown of either Split Note.
 
(30) Financial Reporting and Rent Rolls
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, the related loan documents only provide for annual financial reporting and do not otherwise comply with Representation and Warranty No. 30.
(31) Acts of Terrorism Exclusion
  
Various Mortgage Loans (Loan Nos. 19, 20, 24, 26, 37, 41, 45, 52, 54, 56, 59, 63, 65, 66, 70, 72, 74, 75, 81, 84, 85, 87, 88, 91, 93, 94 and 97)
 
  
The related loan documents may provide for a terrorism insurance coverage cap equal to the amount of coverage available at a cost not in excess of two times the all risk insurance premium (without terrorism insurance coverage and without coverage for other catastrophe perils such as flood, windstorm and earthquake).
(31) Acts of Terrorism Exclusion
  
Road Runner Sports Facility (Loan No. 83)
 
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, the related mortgage loan documents do not require, and the related Mortgaged Property may not be covered by, terrorism insurance.
(31) Acts of Terrorism Exclusion
  
Rite Aid Kenmore (Loan No. 84)
  
Pursuant to the terms of the lease on the related Mortgaged Property, the related tenant is entitled to provide its own property and related insurance (including through self-insurance), which may not include terrorism insurance.
 
(32) Due on Sale or Encumbrance
  
REL Commons (Loan No. 19)
 
Sherlock Storage Portfolio (Loan No. 24)
 
  
With respect to each of the subject Mortgage Loans, any transfer of a related Mortgaged Property in connection with a release contemplated by an exception to Representation and Warranty No. 29 is a permitted transfer under the related loan documents.
(33) Single-Purpose Entity
  
Road Runner Sports Facility (Loan No. 83)
 
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
With respect to each of the subject Mortgage Loans, neither the related loan documents nor the related borrower’s organizational documents require the related borrower to be a Single-Purpose Entity.
(34) Defeasance
  
Various Mortgage Loans (Loan Nos. 19, 20, 24, 26, 37, 41, 45, 52, 54, 56, 59, 63, 65, 70, 72, 74, 81, 85, 87, 88, 93 and 94)
  
The related loan documents do not require that the defeased note be assumed by, or that the defeasance collateral be transferred to, a Single-Purpose Entity. However, in such cases, the successor borrower must be an entity established or designated by the lender or its designee.
 
 
Sch. C-3
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(37) Servicing
  
Road Runner Sports Facility (Loan No. 83)
 
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
Each of the subject Mortgage Loans was purchased by the Mortgage Loan Seller in November 2014; the servicing practices of the previous servicer are unknown.
(38) Origination and Underwriting
  
Road Runner Sports Facility (Loan No. 83)
 
  
The subject Mortgage Loan was originated in 1999 by State Farm Life Insurance Company and was purchased by the Mortgage Loan Seller in November 2014. The origination practices of State Farm Life Insurance Company are unknown.
(38) Origination and Underwriting
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
The subject Mortgage Loans were originated in 1998 by John Hancock Mutual Life Insurance Company and were purchased by the Mortgage Loan Seller in November 2014. The origination practices of John Hancock Mutual Life Insurance Company are unknown.
(42) Organization of Mortgagor
  
Planet Self Storage – Hyde Park (Loan No. 66)
 
Planet Self Storage – New Milford (Loan No. 75)
  
With respect to each of the subject Mortgage Loans, a nonrecourse carve-out guarantor was involved in a personal bankruptcy in the late 1980’s. In addition, in the early 1980’s, a given individual (the “Subject Individual”) was involved with the development of condominiums in Boston, Massachusetts and incurred second mortgages that a lending institution claimed were undisclosed. In 1988, in connection therewith, the Subject Individual pled guilty to criminal charges, paid a $25,000 fine and received 24 months of probation. With respect to each of the subject Mortgage Loans, the Subject Individual or his wife own directly or indirectly one or more of the following: (i) a material limited partnership or non-managing membership interest in the related borrower or the sole owner of the related borrower; and/or (ii) an ownership interest (which in one case is 100%) in the general partner of the related borrower or the sole owner of the related borrower.
 
(42) Organization of Mortgagor
  
Road Runner Sports Facility (Loan No. 83)
 
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
The Mortgage Loan Seller  acquired each of the subject Mortgage Loans several years after the origination thereof and did not perform any Sponsor Due Diligence of the type described in clause (1) of Representation and Warranty No. 42.
(43) Environmental Conditions
  
Planet Self Storage – New Milford (Loan No. 75)
  
The Phase I report indicated that there may have been an underground storage tank (“UST”) present at the related Mortgaged Property over 20 years ago; however, no records were found regarding the UST with the exception of its depiction on a site plan for the septic system. The related borrower had subsurface imaging done which showed there is currently no existing UST on the related Mortgaged Property. The environmental consultant recommended that a Phase II environmental assessment be conducted to evaluate potential subsurface impacts should a UST ever have been on the related Mortgaged Property. In lieu of completing the Phase II environmental assessment, the related borrower obtained for the benefit of the originator and its successors and assigns an environmental collateral protection and liability insurance policy issued by Steadfast Insurance Company in the amount of $1,000,000 in the aggregate and per claim, with a 10-year term (and a three-year tail) and a $25,000 deductible.
 
(43) Environmental Conditions
  
Granite Falls Mini Storage (Loan No. 88)
  
The Phase I report indicated that there was a UST removed in 1986 by the former owner of the related Mortgaged Property. The UST was of unknown capacity and contents. There were no building permits or other information regarding the UST identified with the local municipality and fire departments. The environmental consultant recommended a limited subsurface investigation in the vicinity of the former UST to assess the potential for subsurface soil and groundwater contamination related to the UST. In lieu of completing the Phase II environmental assessment, the related borrower obtained for the benefit of the originator and its successors and assigns an environmental collateral protection and liability insurance policy issued by Steadfast Insurance Company in the amount of $1,000,000 in the aggregate and per claim, with a 10-year term (and a three-year tail) and a $25,000 deductible.
 
 
 
Sch. C-4
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(43) Environmental Conditions
  
Mellodee Thornton MHP (Loan No. 91)
  
The borrower obtained for the benefit of the originator and its successors and assigns an environmental collateral protection and liability insurance policy issued by Steadfast Insurance Company in the amount of $1,000,000 in the aggregate and per claim, with a 10-year term (and a three-year tail) and a $25,000 deductible.
 
(44) Lease Estoppels
  
Road Runner Sports Facility (Loan No. 83)
  
The subject Mortgage Loan was originated in 1999 by State Farm Life Insurance Company and was purchased by the Mortgage Loan Seller in November 2014. A lease estoppel was not requested by the Mortgage Loan Seller.
 
(44) Lease Estoppels
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
 
  
The subject Mortgage Loans were originated in 1998 by John Hancock Mutual Life Insurance Company and were purchased by the Mortgage Loan Seller in November 2014. Lease estoppels were not requested by the Mortgage Loan Seller.
(45) Appraisal
  
Road Runner Sports Facility (Loan No. 83)
  
The subject Mortgage Loan was originated in 1999 by State Farm Life Insurance Company and was purchased by the Mortgage Loan Seller in November 2014. The Mortgage Loan Seller is not in possession of an appraisal within 6 months of origination; however, a new appraisal was procured within twelve months of the cut-off date.
 
(45) Appraisal
  
CVS and Pet Supplies Plus (Loan No. 98)
 
Walgreens Plaza (Loan No. 99)
  
The subject Mortgage Loans were originated in 1998 by John Hancock Mutual Life Insurance Company and were purchased by the Mortgage Loan Seller in November 2014. The Mortgage Loan Seller is not in possession of an appraisal within 6 months of origination; however, a new appraisal was procured within twelve months of the cut-off date.
 
 
Sch. C-5
 
 
EXHIBIT D-1
 
FORM OF CERTIFICATE OF THE SECRETARY OR
AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER
 
CERTIFICATE OF SECRETARY
OF C-III COMMERCIAL MORTGAGE LLC
 
I, [_____________________], the duly appointed Secretary of C-III Commercial Mortgage LLC (the “Seller”), hereby certify as follows:
 
1.           The Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware.
 
2.           Attached hereto as Exhibit I is a true and correct copy of the Certificate of Formation of the Seller, as currently on file with the Office of the Secretary of State of the State of Delaware.
 
3.           Attached hereto as Exhibit II are true and correct copies of the Limited Liability Company Agreement of the Seller, together with Amendment No. 1 and Amendment No. 2 thereto, which Limited Liability Company Agreement, as amended by Amendment No. 1 and Amendment No. 2 thereto, is on the date hereof in full force and effect.
 
4.           Attached hereto as Exhibit III is a true and correct copy of resolutions adopted by the sole member of the Seller covering the Transaction (as defined below) which resolutions remain in full force and effect as of the date hereof.
 
5.           Attached hereto as Exhibit IV is a true and correct copy of a Certificate of Good Standing with respect to the Seller from the Secretary of State of the State of Delaware.
 
6.           To my knowledge, no resolutions for the merger, liquidation, dissolution or bankruptcy of the Seller are pending.
 
7.           Each person listed on Exhibit V attached hereto is and has been duly elected or appointed and qualified as an officer or authorized signatory of the Seller and his or her genuine signature is set forth opposite his or her name on such exhibit.
 
8.           Each person listed on Exhibit V attached hereto who signed, either manually or by facsimile signature, the Mortgage Loan Purchase Agreement, dated as of May 13, 2015 (the “Purchase Agreement”), between the Seller and Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”), providing for the purchase by the Depositor from the Seller of the Mortgage Loans identified on the schedule annexed thereto as Exhibit A (the “Transaction”), the Indemnification Agreement referred to in the Purchase Agreement, or any other agreements, documents or certificates delivered by or on behalf of the Seller in connection with the Transaction, was, at the respective times of such signing and delivery, duly authorized or appointed to execute such agreements, documents or certificates in such capacity, and the signatures of such persons or facsimiles thereof appearing on such documents are their genuine signatures.
 
 
Exh. D-1-1
 
 
Capitalized terms not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.
 
 
Exh. D-1-2
 
 
IN WITNESS WHEREOF, the undersigned has executed this certificate as of May 21, 2015.
     
 
By:
 
    Name:
    Title:
     
 
 
Exh. D-1-3
 
 
EXHIBIT D-2
 
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER
 
CERTIFICATE OF MORTGAGE LOAN SELLER
 
In connection with the execution and delivery by C-III Commercial Mortgage LLC (“C-III”) of, and the consummation of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of May 13, 2015 (the “Mortgage Loan Purchase Agreement”) between C-III, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of C-III in or made pursuant to Section 4(a) of the Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) C-III has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of C-III. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.
 
 
Certified this 21st day of May, 2015.
   
 
C-III COMMERCIAL MORTGAGE LLC
     
 
By:
 
    Name:
    Title:
     
 
 
Exh. D-2-1
 
Unassociated Document
Exhibit 99.4
 
EXECUTION VERSION

MORTGAGE LOAN PURCHASE AGREEMENT
 
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 13, 2015, between Basis Real Estate Capital II, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller”), Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”), and Basis Investment Group LLC (“Basis Investment”).
 
RECITALS
 
The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”).
 
The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.
 
The Purchaser intends to sell the Registered Certificates to Wells Fargo Securities, LLC (“WFS”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and, collectively with WFS and Deutsche Bank in such capacity,
 
 
 
 
 
the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Deutsche Bank and Morgan Stanley (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wells Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement, dated May 15, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated January 28, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated May 15, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.
 
Basis Investment will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated May 1, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by (i) that certain supplement to the free writing prospectus, dated May 12, 2015 and (ii) that certain supplement to the free writing prospectus, dated May 13, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated May 1, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated May 12, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among Basis Investment, the Depositor, the Underwriters and the Initial Purchasers.
 
The Mortgage Loan Seller and Basis Investment hereby acknowledge that Basis Investment, as owner of a direct interest in the Mortgage Loan Seller, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement and the transactions contemplated hereby without the agreement by Basis Investment to the terms hereof.
 
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:
 
Section 1.            Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on May 21, 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not
 
 
-2-
 
 
received, of $93,823,448 subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.
 
Section 2.            Conveyance of the Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s and Basis Investment’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller).
 
After the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser.
 
(b)           The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. 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, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan
 
 
-3-
 
 
Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) 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 (v) 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 Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.
 
(c)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank 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 (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan):
 
 (i)            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, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or
 
 
-4-
 
 
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 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 date that is 45 days following the Closing Date, the delivery requirements of this subsection 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
 
 (ii)           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, so long as a copy of such document or instrument, certified by the 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 the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) 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 the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File;
 
provided, however, that in each case the Mortgage Loan Seller shall 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 the Mortgage Loan Seller’s receipt thereof.
 
In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall 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 Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), 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 Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of
 
 
-5-
 
 
“Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
 
In addition, with respect to the Mortgage Loans identified as Loan Nos. 42, 48 and 58 on the Mortgage Loan Schedule, which is subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller, the Mortgage Loan Seller shall, within 30 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisors (with a copy to the Master Servicer) that such Mortgage Loans have been transferred to the Trust and obtain a replacement comfort letter in substantially the same form as the existing comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) in favor of the Trust.
 
(d)           As soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by Section 2.03 of the Pooling and Servicing Agreement, the related date of substitution) and (ii) the date on which all recording information necessary to complete the subject document is received by the Mortgage Loan Seller, except in the case of a Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date, the Mortgage Loan Seller is required to complete (or cause to be completed), to the extent necessary, and shall submit (or cause to be submitted) for recording or filing, as the case may be, including via electronic means, if appropriate, in or with the appropriate office for real property records or UCC Financing Statements, as applicable, 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” in the Pooling and Servicing Agreement and each assignment of UCC Financing Statement in favor of the Trustee referred to in clause (ix)(B) of the definition of “Mortgage File” in the Pooling and Servicing Agreement. Each such assignment of a loan document shall reflect that it should be returned by the public recording office to the Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy 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 Mortgage Loan Seller shall obtain therefrom a copy of the recorded original and provide such copy to the Custodian (with a copy to the Master Servicer). Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, if any assignment or other instrument of transfer with respect to the Mortgage Loans is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and cause the same to be duly recorded or filed, as appropriate. The Mortgage Loan Seller shall be responsible for all reasonable out-of-pocket costs and expenses associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage Loans that are required to be recorded or filed, as the case may be, as contemplated above; provided that the Mortgage Loan Seller shall not be responsible for costs and expenses that the related Borrowers have agreed to pay.
 
 
-6-
 
 
(e)           In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date, the following items: (i) a copy of the Mortgage File for each Mortgage Loan (except that copies of instruments of assignment will be delivered by the Custodian when the originals are returned to it in accordance with the requirements of Section 2(d) above); (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 related 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 the Mortgage Loan Seller that relate to the Mortgage Loans or related Serviced Loan Combination(s) 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 Mortgage Loan, originals or copies of all documents, certificates and opinions in the possession or under the control of the Mortgage Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of such Mortgage Loans (provided that the 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 the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Trust-Serviced Pooled Mortgage Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the initial CREFC® Financial File and CREFC® Loan Periodic Update File required to be delivered by the Master Servicer under the Pooling and Servicing Agreement.
 
(f)            Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Mortgage Loan Seller shall report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Mortgage Loan Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan) and to reflect that the Mortgage Loans are no longer property of the Mortgage Loan Seller. In no event shall the Mortgage Loan Seller take any action that is inconsistent with the Trust’s ownership of each Mortgage Loan following the Closing Date.
 
(g)           The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement. The Mortgage Loan Seller shall, within 15 days of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed to relieve the Mortgage Loan Seller of any liability for any related Breach.
 
 
-7-
 
 
Section 3.            Examination of Mortgage Loan Files and Due Diligence Review. The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.
 
Section 4.            Representations, Warranties and Covenants of the Mortgage Loan Seller, Basis Investment and the Purchaser. (a) The Mortgage Loan Seller hereby makes, as of the Closing Date (and, in connection with any replacement of a Defective Mortgage Loan (as defined in Section 4(g) hereof) with one or more Replacement Mortgage Loans (also as defined in Section 4(g) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the Closing Date, to and for the benefit of the Mortgage Loan Seller and Basis Investment, each of the representations and warranties set forth in Exhibit B-2. Basis Investment hereby makes, as of the Closing Date (and, in connection with any replacement of a Defective Mortgage Loan (as defined in Section 4(g) hereof) with one or more Replacement Mortgage Loans (also as defined in Section 4(g) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-3.
 
(b)           The Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. With respect to the Mortgage Loans sold to the Purchaser by the Mortgage Loan Seller, Basis Investment shall be the “Responsible Repurchase Party”.
 
(c)           The Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.
 
(d)           The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Borrowers, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in the Prospectus Supplement complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
 
 
-8-
 
 
C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.
 
(e)           The Mortgage Loan Seller hereby agrees that it shall not acquire or permit any direct or indirect subsidiary to acquire any of the Certificates (other than the Class R Certificates); provided, however, that the foregoing shall not prohibit the Mortgage Loan Seller or any direct or indirect subsidiary of the Mortgage Loan Seller from acquiring any Certificates so long as such acquisition (x) is for the benefit of a third party account and such Certificates are not reflected on the books and records of the Mortgage Loan Seller and its consolidated subsidiaries, (y) is made by a direct or indirect subsidiary of the Mortgage Loan Seller that is a brokerdealer organized and regulated under the laws of a non-U.S. jurisdiction or (z) is made by a direct or indirect subsidiary of the Mortgage Loan Seller for which a nonconsolidation opinion with respect to the Mortgage Loan Seller, in a commercially reasonable form, scope and substance has been delivered to the Rating Agencies.
 
(f)            With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller (i) represents and warrants that it has caused each such Servicing Function Participant to be required to comply, as evidenced by written documentation between each such Servicing Function Participant and the Mortgage Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement applicable to such Servicing Function Participant for the Mortgage Loans, and (ii) covenants with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it shall cause each Servicing Function Participant that services a Mortgage Loan as of the Closing Date to comply with all reporting requirements set forth therein.
 
(g)           The Responsible Repurchase Party hereby agrees that it shall be deemed to make to and for the benefit of the Purchaser, as of the date of substitution, with respect to any replacement Mortgage Loan (a “Replacement Mortgage Loan”) that is substituted for a Defective Mortgage Loan by the Responsible Repurchase Party pursuant to Section 5(a) of this Agreement, each of the representations and warranties set forth in Exhibit C to this Agreement. For purposes of the representations and warranties set forth in Exhibit C, representations and warranties made as of the Closing Date or as of the Cut-off Date shall, in the case of a Replacement Mortgage Loan, be made as of the date of substitution. From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. A “Defective Mortgage Loan” is any Mortgage Loan as to which there is an unremedied Material Breach or Material Document Defect.
 
(h)           It is understood and agreed that the representations and warranties set forth in or made pursuant to this Section 4 shall survive delivery of the respective Mortgage Files to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement or assignment.
 
 
-9-
 
 
Section 5.            Notice of Breach; Cure, Repurchase and Substitution. (a) The Responsible Repurchase Party shall, not later than 90 days from discovery by the Responsible Repurchase Party, or the receipt by the Responsible Repurchase Party of notice, of any Material Breach or Material Document Defect with respect to any Mortgage Loan (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” within the meaning of Section 860G(a)(3)(A) of the Code and (y) the Responsible Repurchase Party discovered or received prompt written notice of the relation specified in clause (x), then (z) the Responsible Repurchase Party shall, within 90 days after discovery by the Responsible Repurchase Party or any party to the Pooling and Servicing 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 at the applicable Purchase Price; provided, however, that if the 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” within the meaning of Section 860G(a)(3)(A) of the Code, (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, (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 the Pooling and Servicing 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 of the Pooling and Servicing Agreement not less than 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”), then the 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, to repurchase the affected Mortgage Loan); and provided, further, however, 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 Responsible Repurchase Party shall be permitted, during the three-month period commencing on the Startup Day for the REMIC that holds the affected Mortgage Loan (or during the two-year period commencing on 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. The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement shall not in and of itself constitute delivery of notice of any Material
 
 
-10-
 
 
Document Defect or knowledge of the Responsible Repurchase Party of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced as contemplated by this subsection, the Purchaser or its designee shall be entitled to designate 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. Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this subsection, 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 (except in the case of a Non-Trust-Serviced Pooled Mortgage Loan) of originals or copies of any other Specially Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates any such absence or non-conformity or irregularity) shall be conclusively presumed to be a Material Document Defect and shall obligate the Responsible Repurchase Party to cure such Material Document Defect, or, failing that, replace or repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures set forth herein.
 
Notwithstanding the foregoing provisions of this Section 5(a), in lieu of Basis Investment performing its obligations with respect to any Material Breach or Material Document Defect provided in the preceding paragraph, to the extent that Basis Investment and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust, Basis Investment and the Special Servicer on behalf of the Trust, and with the consent of the Subordinate Class Representative to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) are able to agree upon a cash payment payable by Basis Investment to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material Breach or Material Document Defect (a “Loss of Value Payment”), Basis Investment may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser; provided 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. Upon its making such payment, Basis Investment shall be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach or Material Document Defect, and Basis Investment shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Breach or Material Document Defect.
 
The Mortgage Loan Seller agrees that, with respect to any Non-Trust-Serviced Pooled Mortgage Loan, any “Document Defect” as such term is defined in the related Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under this Agreement; provided, however, that the foregoing shall not apply to any Document Defect related solely to the promissory note for any related Non-Serviced Pari Passu Companion Loan.
 
The remedies provided for in this subsection 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
 
 
-11-
 
 
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 Crossed Loan for purposes of the above provisions, and the 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 Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special 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 or Material Document Defect, as the case may be, 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 5(a) will not result in an Adverse REMIC Event or any Adverse Grantor Trust Event under the Pooling and Servicing Agreement; and
 
(B)          all of the following conditions would be satisfied if the 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 all 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 (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value ratio, expressed as a 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 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 such 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.
 
 
-12-
 
 
The determination of the Master Servicer or the Special Servicer, as applicable, 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 or the Special Servicer, as applicable, will be entitled to cause to be delivered, or direct the Responsible Repurchase Party to (in which case the Responsible Repurchase Party shall) cause to be delivered, to the Master Servicer or the Special Servicer, as applicable, 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 Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the 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 will continue to hold the Other Crossed Loans, the Responsible Repurchase Party and the Purchaser agree 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 shall 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 this 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 Mortgage Loans in a Cross-Collateralized Group shall be allocated between the 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.
 
All costs and expenses incurred by the Trustee, the Master Servicer and/or the Special Servicer with respect to any Cross-Collateralized Group pursuant to the second preceding paragraph and the second and third sentences of the preceding paragraph shall be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.
 
(b)           Whenever one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by the Responsible Repurchase Party as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Responsible Repurchase Party shall 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” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 5 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
 
 
-13-
 
 
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 Responsible Repurchase Party promptly following receipt.
 
If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan Seller shall 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 deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement. 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.
 
(c)           The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable, receipt by the Trustee as the assignee of the Purchaser (or the Custodian) 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 this Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of the Mortgage File and any Additional Collateral for the Deleted Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase Party or its designee the ownership of such Deleted Mortgage Loan, and (iii) the execution and delivery of notice to the affected Borrower of the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled to delivery from the Master Servicer and the Special Servicer of, 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 the Responsible Repurchase Party.
 
(d)           It is understood and agreed that, subject to the next paragraph, the obligations of the Responsible Repurchase Party set forth in this Section 5 to cure a Material
 
 
-14-
 
 
Breach or a Material Document Defect, or to repurchase or replace or make a Loss of Value Payment in respect of the related Defective Mortgage Loan(s), as the case may be, constitute the sole remedies available to the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders with respect to a Breach or Document Defect in respect of any Mortgage Loan; provided that this limitation shall not in any way limit the Purchaser’s rights or remedies upon breach of any representation or warranty or covenant by the Mortgage Loan Seller or Basis Investment set forth in this Agreement (other than those set forth in Exhibit C).
 
Notwithstanding the foregoing, to the extent (but only to the extent) that (A) the Mortgage Loan Seller specifically represents in the representations and warranties set forth in Exhibit C attached hereto that the Borrower under a Mortgage Loan is required to pay, or that the lender is entitled to charge the Borrower for, a cost or expense associated with the subject matter of such a representation and warranty set forth in Exhibit C, (B) such representation and warranty is untrue with respect to such cost or expense, (C) such cost or expense is actually incurred or borne by the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan), (D) the Trustee, the Master Servicer or the Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan) exercises efforts consistent with the Servicing Standard and the related Mortgage Loan documents to collect such cost or expense from the Borrower and (E) the Borrower does not pay such cost or expense at or before the conclusion of the efforts described in the preceding clause (D), then the Responsible Repurchase Party hereby covenants and agrees (it being the intention of the parties that all, and not less than all, of the conditions described in the preceding clauses (A), (B), (C), (D) and (E) shall be precedent to such covenant and agreement) to pay such cost or expense within 90 days following a direction by the Trustee, the Master Servicer or the Special Servicer to do so. Also notwithstanding the foregoing, the remedy described in the immediately preceding sentence shall constitute the sole remedy available to the Trustee and any other affected Person with respect to any breach of any representation described in clause (A) of the immediately preceding sentence, the Responsible Repurchase Party shall not otherwise have any obligation to cure such a breach and the Responsible Repurchase Party shall not have any obligation to repurchase or replace the affected Mortgage Loan.
 
(e)           The Mortgage Loan Seller and Basis Investment each acknowledge and agree that the Purchaser shall have no liability to the Mortgage Loan Seller or Basis Investment or otherwise for any failure of the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement to perform its obligations provided for thereunder.
 
(f)            The Mortgage Loan Seller will provide the Responsible Repurchase Party copies of any Rule 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement. Each of the Mortgage Loan Seller and the Responsible Repurchase Party (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty, such recipient a “Seller Request Recipient” and such request or demand, a “Repurchase Request”) agrees to provide to the Depositor: (i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a Rule 15Ga-1 Notice; (ii) written notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller
 
 
-15-
 
 
Request Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Resolution Period, or, if applicable, any Resolution Extension Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Depositor, such other information in the Seller Request Recipient’s possession as would be necessary to permit the Depositor to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to it under law or regulation.
 
Each notice required to be delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10th) Business Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii) of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such Repurchase Request was made, (b) the Mortgage Loan with respect to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis, if any, asserted for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of the immediately preceding paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement, or the date of the commencement of such dispute, as applicable, (b) if pertaining to a dispute, the nature of such dispute, (c) if pertaining to the expiration of an Initial Resolution Period or a Resolution Extension Period, the expiration date of such Initial Resolution Period or, if applicable, a Resolution Extension Period, (d) if pertaining to a withdrawal, the basis for such withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing such Repurchase Request, (e) if pertaining to a rejection by the Seller Request Recipient, the basis for the Seller Request Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.
 
(g)           Each of the Mortgage Loan Seller, the Responsible Repurchase Party and the Depositor acknowledge and agree that (i) a Repurchase Request Recipient under the Pooling and Servicing Agreement will not, in connection with providing the Mortgage Loan Seller or the Depositor with any Rule 15Ga-1 Notice under the Pooling and Servicing Agreement, be required to deliver any attorney-client privileged communication or any information protected by the attorney work product doctrine, (ii) any Rule 15Ga-1 Notice delivered to Mortgage Loan Seller or the Depositor under the Pooling and Servicing Agreement is provided only to assist the Mortgage Loan Seller, the Depositor and any of their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other law or regulation, (iii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided to the Mortgage Loan Seller or the Depositor pursuant to Section 2.03(g) of the Pooling and Servicing Agreement 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 this Agreement or the Pooling and Servicing Agreement and
 
 
-16-
 
 
(iv) receipt of a Rule 15Ga-1 Notice or delivery of any notice required to be delivered pursuant to Section 5(f) shall not in and of itself constitute delivery, or receipt, of notice of any Material Document Defect or Material Breach or knowledge on the part of the Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect or Material Breach or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the existence of any Material Document Defect or Material Breach.
 
(h)           The Mortgage Loan Seller shall provide to the Depositor relevant portions of any Form ABS-15G that the Mortgage Loan Seller is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission.
 
(i)            The Depositor shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Depositor is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission. The Trust’s CIK# is 0001638933.
 
Section 6.            Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.
 
The Closing shall be subject to each of the following conditions:
 
 (i)        All of the representations and warranties of the Mortgage Loan Seller made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty);
 
 (ii)       All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;
 
 (iii)     The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement;
 
 (iv)      The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;
 
 
-17-
 
 
 (v)      All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;
 
 (vi)     The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;
 
 (vii)    The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;
 
 (viii)   Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and
 
 (ix)     The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement.
 
Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.
 
Section 7.            Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:
 
 (i)       This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and Basis Investment;
 
 (ii)      Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
 
 (iii)      An Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
 
 (iv)     A certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
 
 (v)       A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on
 
 
-18-
 
 
the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
 
 (vi)     A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
 
 (vii)    A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller;
 
 (viii)   A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
 
 (ix)     A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related
 
 
-19-
 
 
borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
 
 (x)      Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of date thereof;
 
 (xi)      One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
 
 (xii)     If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
 
 (xiii)    An Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of Basis Investment, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of Basis Investment authorizing Basis Investment’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of Basis Investment;
 
 
-20-
 
 
 (xiv)    A certificate of good standing with respect to Basis Investment issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
 
 (xv)     A certificate of Basis Investment substantially in the form of Exhibit D-2 hereto, executed by an executive officer of Basis Investment on Basis Investment’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
 
 (xvi)    A written opinion of one or more counsel or special counsel to Basis Investment, dated the Closing Date and addressed to the Purchaser, the Underwriters and the Initial Purchasers, addressing with respect to Basis Investment those matters contemplated by the preceding clauses (vi) and (vii); and
 
 (xvii)   Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
 
Section 8.            Additional Reporting Under Regulation AB. With respect to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Depositor and the Certificate Administrator any information that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor, if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) under the terms of Schedule V or Schedule VI to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan Seller (solely as in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information” set forth on Schedule VII of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form readily convertible to an EDGAR compatible form, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall be made not later than 5 calendar days after the related Distribution Date (in the case of any such “Additional Form 10-D Information”), and no later than March 7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “Additional Form 10-K Information”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder.
 
Section 9.            Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the Cut-off Date Pool Balance) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but
 
 
-21-
 
 
not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (x) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.
 
Section 10.            Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing, or, if to the Mortgage Loan Seller or Basis Investment, addressed to the Mortgage Loan Seller or Basis Investment, as the case may be, at 75 Broad Street, Suite 1602, New York, New York 10004, Attention: Tammy K. Jones (with copies to the attention of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New York 10281, Attention: Y. Jeffrey Rotblat), or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.
 
Section 11.            Miscellaneous. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in any number of
 
 
-22-
 
 
counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein.
 
Section 12.            Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller and Basis Investment delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.
 
Section 13.            Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
 
Section 14.            Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
 
 
-23-
 
 
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.
 
Section 15.            Further Assurances. The Mortgage Loan Seller or Basis Investment and the Purchaser each agrees to execute and deliver such instruments and take such further actions as any other party hereto may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
Section 16.            Successors and Assigns. The rights and obligations of the Mortgage Loan Seller and Basis Investment under this Agreement shall not be assigned by the Mortgage Loan Seller and Basis Investment without the prior written consent of the Purchaser, except that any person into which the Mortgage Loan Seller and Basis Investment may be merged or consolidated, or any person resulting from any merger, conversion or consolidation to which the Mortgage Loan Seller and Basis Investment is a party, or any person succeeding to all or substantially all of the business of the Mortgage Loan Seller and Basis Investment, shall be the successor to the Mortgage Loan Seller or Basis Investment, as the case may be hereunder. In connection with its transfer of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights under this Agreement, in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller or Basis Investment and the Purchaser, and their respective successors and permitted assigns.
 
Section 17.            Information. The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure document.
 
Section 18.            Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided, however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the memorandum of understanding dated March 30, 2015 between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.
 
Section 19.            Waivers. Basis, Basis Investment and the Purchaser hereby agree that the obligations of Basis Investment with respect to the Repurchase Obligations (defined below) are the direct obligations of Basis Investment and the Repurchase Obligations with respect to Basis Investment are not intended to constitute a guaranty or contract of suretyship.
 
 
-24-
 
 
However, in the event that the Repurchase Obligations are recharacterized as a guaranty, surety or other similar form of obligation, then in such case Basis Investment agrees that it shall guaranty the Repurchase Obligations. Basis Investment hereby agrees that Basis Investment’s obligation to cure or repurchase any Mortgage Loan with respect to which a Material Document Defect or Material Breach has occurred or deliver a Loss of Value Payment, if applicable, in each case pursuant to Section 5 hereof (such obligations of Basis Investment, the “Repurchase Obligations”) shall not be released, diminished, impaired, reduced or adversely affected by, and does hereby waive any defenses related to, any common law, equitable, statutory or other rights (including without limitation rights to notice) which Basis Investment might otherwise have in the event of any such recharacterization.
 
[SIGNATURE PAGE FOLLOWS]
 
 
-25-
 
 
IN WITNESS WHEREOF, the Mortgage Loan Seller, Basis Investment and the Purchaser have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
     
 
BASIS REAL ESTATE CAPITAL II, LLC
     
 
By:
  
   
Name:
   
Title:
     
 
BASIS INVESTMENT GROUP LLC
     
 
By:
  
   
Name:
   
Title:
     
 
WELLS FARGO COMMERCIAL
 
MORTGAGE SECURITIES, INC.
     
 
By:
  
   
Name:
   
Title:
 
 
 
 
 
EXHIBIT A
 
SCHEDULE OF MORTGAGE LOANS
 
 
Exh. A-1
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
MORTGAGE LOAN SCHEDULE
 
 
Mortgage
Loan
Number
  
Mortgage Loan Seller
  
Property Name
  
Address
  
City
  
State
  
Zip
Code
  
Original
Principal
Balance ($)
  
Cut-off Date Principal Balance ($)
  
Loan Amortization Type
  
Monthly P&I Payment ($)
  
Interest Accrual Basis
  
Mortgage Rate
  
Administrative Fee Rate
  
Payment Due Date
  
Stated Maturity Date or Anticipated Repayment Date
  
Original Term to Maturity or ARD (Mos.)
  
Remaining Term to Maturity or ARD (Mos.)
16
  
Basis
  
3800 Embassy Parkway
  
3800 Embassy Parkway
  
Fairlawn
  
OH
  
44333
  
18,500,000.00
  
18,500,000.00
  
Interest-only, Amortizing Balloon
  
89,499.05
  
Actual/360
  
4.1100%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
21
  
Basis
  
Cedar Hills Shopping Center
  
3520-3566 Blanding Boulevard
  
Jacksonville
  
FL
  
32210
  
14,000,000.00
  
14,000,000.00
  
Amortizing Balloon
  
68,953.57
  
Actual/360
  
4.2600%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
25
  
Basis
  
Bartonsville Square
  
300-500 Commerce Boulevard
  
Stroud Township
  
PA
  
18360
  
13,200,000.00
  
13,200,000.00
  
Interest-only, Amortizing Balloon
  
63,399.91
  
Actual/360
  
4.0500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
33
  
Basis
  
Mi Casita
  
5001 Aldine Mail Route Road
  
Houston
  
TX
  
77039
  
5,963,000.00
  
5,963,000.00
  
Amortizing Balloon
  
31,805.09
  
Actual/360
  
4.1000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
34
  
Basis
  
Su Casita
  
4825 Aldine Mail Route Road
  
Houston
  
TX
  
77039
  
3,285,000.00
  
3,285,000.00
  
Amortizing Balloon
  
17,521.34
  
Actual/360
  
4.1000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
42
  
Basis
  
Hampton Inn Birmingham Trussville  
  
1940 Edwards Lakes Road
  
Birmingham
  
AL
  
35235
  
6,900,000.00
  
6,900,000.00
  
Amortizing Balloon
  
34,961.29
  
Actual/360
  
4.5000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
48
  
Basis
  
Holiday Inn Express - Sweetwater
  
300 Southeast Georgia Avenue
  
Sweetwater
  
TX
  
79556
  
6,000,000.00
  
5,975,448.00
  
Amortizing Balloon
  
30,401.12
  
Actual/360
  
4.5000%
  
0.02675%
  
3/1/2015
  
2/1/2025
  
120
  
117
50
  
Basis
  
South Hampton Townhomes
  
3174, 3274, and 3374 South 36th Avenue
  
Grand Forks
  
ND
  
58201
  
5,600,000.00
  
5,600,000.00
  
Amortizing Balloon
  
26,896.93
  
Actual/360
  
4.0500%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
58
  
Basis
  
Hampton Inn - Brownwood
  
1103 Riverside Drive
  
Brownwood
  
TX
  
76801
  
4,500,000.00
  
4,500,000.00
  
Amortizing Balloon
  
25,012.46
  
Actual/360
  
4.5000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
60
  
Basis
  
Price Cutter
  
335 West Bypass
  
Springfield
  
MO
  
65802
  
4,500,000.00
  
4,500,000.00
  
Amortizing Balloon
  
22,747.39
  
Actual/360
  
4.4800%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
64
  
Basis
  
Willows Apartment
  
49330 Carlos Road
  
Chesterfield Township
  
MI
  
48051
  
4,200,000.00
  
4,200,000.00
  
Amortizing Balloon
  
20,294.33
  
Actual/360
  
4.1000%
  
0.02675%
  
6/1/2015
  
5/1/2025
  
120
  
120
69
  
Basis
  
Champions on Luther
  
901 West Luther Street
  
College Station
  
TX
  
77840
  
3,750,000.00
  
3,750,000.00
  
Interest-only, Amortizing Balloon
  
18,667.94
  
Actual/360
  
4.3500%
  
0.02675%
  
3/1/2015
  
2/1/2025
  
120
  
117
76
  
Basis
  
Holleman Village Apartments
  
1101 Gridiron Drive
  
College Station
  
TX
  
77840
  
3,450,000.00
  
3,450,000.00
  
Interest-only, Amortizing Balloon
  
17,174.51
  
Actual/360
  
4.3500%
  
0.02675%
  
3/1/2015
  
2/1/2025
  
120
  
117
 
 
 
 
 
Wells Fargo Commercial Mortgage Trust 2015-C28
MORTGAGE LOAN SCHEDULE
                     
Mortgage Loan Number
  
Mortgage Loan Seller
  
Property Name
  
Amortization Term (Original) (Mos.)
  
Amortization Term (Remaining) (Mos.)
  
Cross Collateralized and Cross Defaulted Loan Flag
  
Prepayment Provisions
  
Ownership Interest
  
Grace Period Late (Days)
  
Secured by LOC (Y/N)
  
LOC Amount
  
Borrower Name
  
Master Servicing Fee Rate
16
  
Basis
  
3800 Embassy Parkway
  
360
  
360
  
 
  
L(24),D(94),O(2)
  
Fee
  
5
  
N
  
NAP
  
Embassy Fairlawn, LLC
  
0.0200%
21
  
Basis
  
Cedar Hills Shopping Center
  
360
  
360
  
 
  
L(24),GRTR 1% or YM(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
Cedar Hills Consolidated, LLC
  
0.0200%
25
  
Basis
  
Bartonsville Square
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
DEPG Stroud Associates, II, L.P.
  
0.0200%
33
  
Basis
  
Mi Casita
  
300
  
300
  
Crossed Portfolio A
  
L(24),D(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
Rama Northwood Villas LLC
  
0.0200%
34
  
Basis
  
Su Casita
  
300
  
300
  
Crossed Portfolio A
  
L(24),D(93),O(3)
  
Fee
  
5
  
N
  
NAP
  
Sita Northwood Villas LLC
  
0.0200%
42
  
Basis
  
Hampton Inn Birmingham Trussville  
  
360
  
360
  
 
  
L(24),D(94),O(2)
  
Fee
  
5
  
N
  
NAP
  
Trussville Hospitality, LLC
  
0.0200%
48
  
Basis
  
Holiday Inn Express - Sweetwater
  
360
  
357
  
 
  
L(27),D(91),O(2)
  
Fee
  
5
  
N
  
NAP
  
Sweetwater Assets, LLC
  
0.0200%
50
  
Basis
  
South Hampton Townhomes
  
360
  
360
  
 
  
L(24),D(93),O(3)
  
Fee
  
7
  
N
  
NAP
  
South Hampton Townhomes, Inc.
  
0.0200%
58
  
Basis
  
Hampton Inn - Brownwood
  
300
  
300
  
 
  
L(24),D(94),O(2)
  
Fee
  
10
  
N
  
NAP
  
Brownwood Hospitality Group, Inc.
  
0.0200%
60
  
Basis
  
Price Cutter
  
360
  
360
  
 
  
L(24),D(94),O(2)
  
Fee
  
5
  
N
  
NAP
  
Springfield BJ Partners LLC
  
0.0200%
64
  
Basis
  
Willows Apartment
  
360
  
360
  
 
  
L(24),D(92),O(4)
  
Fee
  
5
  
N
  
NAP
  
Willow R, LLC
  
0.0200%
69
  
Basis
  
Champions on Luther
  
360
  
360
  
 
  
L(27),D(90),O(3)
  
Fee
  
5
  
N
  
NAP
  
Four Ags Investments II, LP
  
0.0200%
76
  
Basis
  
Holleman Village Apartments
  
360
  
360
  
 
  
L(27),D(90),O(3)
  
Fee
  
5
  
N
  
NAP
  
Four Ags Investments I, LP
  
0.0200%
 
 
 
 
 
EXHIBIT B-1
 
REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE MORTGAGE LOAN SELLER
 
The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date:
 
(a)           The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
 
(b)           The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’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 Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(c)           The Mortgage Loan Seller has the full 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.
 
(d)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (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.
 
(e)           The Mortgage Loan Seller 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 Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(f)           No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and
 
 
Exh. B-1-1
 
 
recordings of Mortgage Loan Documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.
 
(g)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement.
 
(h)           The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction.
 
(i)            The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors.
 
(j)            The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein.
 
(k)           After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business.
 
(l)           The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature.
 
(m)          No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated.
 
(n)           The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York.
 
(o)           The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.
 
 
Exh. B-1-2
 
 
EXHIBIT B-2
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER
 
The Purchaser hereby represents and warrants that, as of the Closing Date:
 
(a)           The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina.
 
(b)           The Purchaser’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Purchaser’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 Purchaser, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
(c)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(d)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Purchaser to perform its obligations under this Agreement.
 
(e)           The Purchaser has the full 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.
 
(f)            The Purchaser 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 Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.
 
 
Exh. B-2-1
 
 
EXHIBIT B-3
 
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BASIS INVESTMENT
 
Basis Investment hereby represents and warrants that, as of the Closing Date:
 
(a)           Basis Investment is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
 
(b)           Basis Investment’s execution and delivery of, performance under, and compliance with this Agreement, will not violate Basis Investment’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 Basis Investment, is likely to affect materially and adversely the ability of Basis Investment to perform its obligations under this Agreement.
 
(c)            Basis Investment has the full 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.
 
(d)           This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of Basis Investment, enforceable against Basis Investment in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(e)           Basis Investment 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 Basis Investment’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of Basis Investment to perform its obligations under this Agreement.
 
(f)           No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by Basis Investment of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan Documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.
 
(g)           No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of Basis Investment’s knowledge, threatened against Basis Investment that, if determined adversely to Basis Investment, would prohibit Basis
 
 
Exh. B-3-1
 
 
Investment from entering into this Agreement or that, in Basis Investment’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of Basis Investment to perform its obligations under this Agreement.
 
(h)           Basis Investment does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature.
 
(i)            No proceedings looking toward liquidation, dissolution or bankruptcy of Basis Investment are pending or contemplated
 
 
Exh. B-3-2
 
 
EXHIBIT C
 
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
For purposes of this Exhibit C, the phrase “the Mortgage Loan Seller’s knowledge” and other words and phrases of like import shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Mortgage Loan Seller, its officers and employees responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth below in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). All information contained in documents which are part of or required to be part of a Mortgage File, as specified in the Pooling and Servicing Agreement (to the extent such documents exist) shall be deemed within the Mortgage Loan Seller’s knowledge.
 
The Mortgage Loan Seller hereby represents and warrants that, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except with respect to the Exceptions described on Schedule C to this Agreement.
 
1.             Complete Mortgage File. With respect to each Mortgage Loan, to the extent that the failure to deliver the same would constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement, (i) a copy of the Mortgage File for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the 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.
 
2.             Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.
 
 
Exh. C-1
 
 
3.             Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
 
Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
 
4.             Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
 
5.             Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no
 
 
Exh. C-2
 
 
representation is made as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
6.             Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.
 
7.             Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
 
Exh. C-3
 
 
8.             Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of which clauses (a) through (g), individually or in the aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
 
9.             Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1.
 
 
Exh. C-4
 
 
10.           Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
 
11.           Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
 
12.           Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.
 
An engineering report or property condition assessment was prepared by a third party engineering consultant in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon the due diligence customarily performed by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable structural defects, except, as to all statements in clauses (a) and (b) above, to the extent: (x) any damage or deficiencies would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage, or repairs with respect to such damage or deficiencies are estimated to not exceed 5% of the original principal balance of the Mortgage
 
 
Exh. C-5
 
 
Loan; (y) such repairs have been completed; or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.
 
To the Mortgage Loan Seller’s knowledge, based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering report or Servicing File and those addressed in sub-clauses (x), (y), and (z) of the preceding sentence.
 
13.           Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.
 
14.           Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.
 
15.           Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.
 
 
Exh. C-6
 
 
16.           Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with lender pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer. Any and all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used for their intended purpose. No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.
 
17.           No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of any such escrow fund.
 
18.           Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-“ from Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.
 
Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances), which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan with a principal balance of $35 million or more, 18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less than
 
 
Exh. C-7
 
 
12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180 day “extended period of indemnity”; and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount, set forth in clause (i) above.
 
If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.
 
If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.
 
The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.
 
An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) or scenario expected loss for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, which correlates to a 10% probability of exceedance in an exposure period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-“ by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML.
 
The Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
 
 
Exh. C-8
 
 
principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.
 
All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
 
19.           Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.
 
20.           No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for
 
 
Exh. C-9
 
 
encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.
 
21.           No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.
 
22.           REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
 
23.           Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.
 
24.           Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.
 
 
Exh. C-10
 
 
25.           Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and, except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid.
 
26.           Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.
 
27.           Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.
 
28.           Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor
 
 
Exh. C-11
 
 
(which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) Mortgagor’s fraud or intentional misrepresentation; (iii) criminal acts by the Mortgagor or guarantor resulting in the seizure or forfeiture of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) Mortgagor’s commission of material physical waste at the Mortgaged Property.
 
29.           Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.
 
 
Exh. C-12
 
 
In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).
 
No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.
 
30.           Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.
 
31.           Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on Schedule C.
 
32.           Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the
 
 
Exh. C-13
 
 
Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1, or future permitted mezzanine debt as set forth on Exhibit C-32-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on Exhibit C-32-3 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
 
33.           Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Principal Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
 
34.           Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
 
 
Exh. C-14
 
 
the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.
 
35.           Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.
 
36.           Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.
 
With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:
 
(A)           The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the
 
 
Exh. C-15
 
 
terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;
 
(B)           The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;
 
(C)           The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);
 
(D)           The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;
 
(E)           Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);
 
(F)           The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
 
 
Exh. C-16
 
 
(G)           The Ground Lease and Related Documents require the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;
 
(H)           A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;
 
(I)            The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;
 
(J)            Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
 
(K)           In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
 
(L)           Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
 
37.           Servicing. The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices.
 
38.           Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its
 
 
Exh. C-17
 
 
origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.
 
39.           Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality or single tenant properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan.
 
40.           No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit C. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.
 
41.           Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
 
42.           Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service designed to elicit
 
 
Exh. C-18
 
 
information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization. ((1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
 
43.           Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-“ (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.
 
In the case of each Mortgage Loan set forth on Exhibit C-43-1, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on Exhibit C-43-1 (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of origination and to the Mortgage Loan Seller’s knowledge as of the
 
 
Exh. C-19
 
 
Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the Trustee will within 60 days following the Closing Date be a named insured under such policy either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan (or, in the case of an ARD Loan, the related Anticipated Repayment Date).
 
44.           Lease Estoppels. With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as the Mortgage Loan Seller may deem reasonable and appropriate based on the Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to the Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
 
45.           Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller,
 
 
Exh. C-20
 
 
and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.
 
46.           Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.
 
47.           Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Loan Combination.
 
48.           Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
 
49.           Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.
 
 
Exh. C-21
 
 
Exhibit C-32-1
 
List of Mortgage Loans with Current Mezzanine Debt
 
None.
 
 
Exh. C-32-1-1
 
 
Exhibit C-32-2
 
List of Mortgage Loans with Permitted Mezzanine Debt
 
None.
 
 
Exh. C-32-2-1
 
 
Exhibit C-32-3
 
List of Cross-Collateralized and Cross-Defaulted Mortgage Loans

Loan No.
Mortgage Loan
33
Mi Casita
34
Su Casita
 
 
Exh. C-32-3-1
 
 
Exhibit C-43-1
 
List of Mortgage Loans with Environmental Insurance

Loan No.
Mortgage Loan
21
Cedar Hills Shopping Center
 
 
Exh. C-43-1-1
 
 
SCHEDULE C
 
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement.
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(7) Lien
  
Hampton Inn Birmingham Trussville (Loan No. 42)
  
There is currently a loan by the Small Business Administration (the “SBA Loan”) that is secured by a first lien on the mortgaged property that is senior to the lien of the related mortgage loan. The SBA Loan is expected to be paid off on May 21, 2015, and the entire payoff amount has been escrowed by the related Borrower.
         
(18) Insurance
  
3800 Embassy Parkway (Loan No. 16)
 
Hampton Inn Birmingham Trussville (Loan No. 42)
 
Holiday Inn Express – Sweetwater (Loan No. 48)
 
Hampton Inn – Brownwood (Loan No. 58)
 
Price Cutter (Loan No. 60)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $150,000 and (y) 10% of the outstanding principal balance of the Mortgage Loan, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(18) Insurance
  
Willows Apartments (Loan No. 64)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $420,000 and (y) 10% of the outstanding principal balance of the Mortgage Loan, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(18) Insurance
  
Cedar Hills Shopping Center (Loan No. 21)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is, in the event of casualty, less than or equal to 10% of the outstanding principal balance of the Mortgage Loan, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(18) Insurance
  
Champions on Luther (Loan No. 69)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is less than $562,500, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(18) Insurance
  
South Hampton Townhomes (Loan No. 50)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is (i) in the event of casualty, less than $400,000 and (ii) in the event of condemnation, less than $250,000, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(18) Insurance
  
Holleman Village Apartments (Loan No. 76)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is less than $517,500, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(18) Insurance
  
Bartonsville Square (Loan No. 25)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is (i) in the event of casualty, less than $750,000 and (ii) in the event of condemnation, less than the lesser of (x) $150,000 and (y) 10% of the outstanding principal balance of the Mortgage Loan, instead of 5% of the outstanding principal balance of the Mortgage Loan.
 
 
Sch. C-1
 
 
Representation
Number on
Exhibit C
  
Mortgage Loan
Name and Number
as Identified on
Exhibit A
  
Description of Exception
         
(18) Insurance
  
Mi Casita (Loan No. 33)
 
Su Casita (Loan No. 34)
  
The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is (i) in the event of casualty, the lesser of (x) $150,000 and (y) 10% of the outstanding principal balance of the Mortgage Loan and (ii) in the event of condemnation, the lesser of (x) $500,000 and (y) 10% of the outstanding principal balance of the Mortgage Loan, instead of 5% of the outstanding principal balance of the Mortgage Loan.
         
(20) No Encroachments
  
Price Cutter (Loan No. 60)
  
The Mortgaged Property encroaches upon a utility easement. The encroachments are not insured against by the applicable Title Policy; however, insurance coverage has been obtained for enforced removal and the easement states that the utility company is responsible for damages for repair or replacement following any maintenance work.
         
(26) Local Law Compliance
  
Mi Casita (Loan No. 33)
  
The Mortgaged Property is legal nonconforming because the front setbacks from Aldine Mail route are deficient 6.9 feet to 15 feet and open space is deficient an estimated 17,420 square feet. In the event of a casualty of more than 75% of the cost of reconstructing the entire structure, the borrower will be required to restore or rebuild the structure in compliance with current zoning requirements. Law and ordinance insurance was obtained in the customary amount and the related borrower is liable for the failure of the Mortgaged Property to comply with open space requirements under the applicable zoning ordinance.
         
(26) Local Law Compliance
  
Su Casita (Loan No. 34)
  
The Mortgaged Property is legal nonconforming because front setbacks from Aldine Mail route are deficient 15 feet to 17 feet and open space is deficient an estimated 8,120 square feet. In the event of a casualty of more than 75% of the cost of reconstructing the entire structure, the borrower will be required to restore or rebuild the structure in compliance with current zoning requirements. Law and ordinance insurance was obtained in the customary amount and the related borrower is liable for the failure of the Mortgaged Property to comply with open space requirements under the applicable zoning ordinance.
         
(28) Recourse Obligations
  
All Basis Mortgage Loans except for Willows Apartments (Loan Nos. 16, 21, 25, 33, 34, 42, 48, 50, 58, 60, 69 and 76)
  
The provisions in the Mortgage Loan documents providing for recourse in connection with waste at the related Mortgaged Properties provide recourse for intentional waste only.
         
(28) Recourse Obligations
  
All Basis Mortgage Loans (Loan Nos. 16, 21, 25, 33, 34, 42, 48, 50, 58, 60, 64, 69 and 76)
  
The provisions in the Mortgage Loan documents provide for recourse in connection with material misrepresentation rather than intentional misrepresentation.
         
(32) Due on Sale or Encumbrance
  
3800 Embassy Parkway (Loan No. 16)
  
The Mortgage Loan documents do not expressly require the borrower to pay any Rating Agency fees (only the lender’s fees, including all legal fees); however, it is the borrower’s responsibility to deliver a Rating Agency confirmation in connection with the specified transfers that require the lender’s consent.
         
(33) Single-Purpose Entity
  
Cedar Hills Shopping Center (Loan No. 21)
  
The Mortgage Loan documents permit the borrower to use a centralized cash management system prior to the occurrence of a cash management trigger event, which allows for the pooling of accounts with affiliates of the borrower.]
 
 
Sch. C-2
 
 
EXHIBIT D-1
 
FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT
SECRETARY OF THE MORTGAGE LOAN SELLER OR BASIS INVESTMENT
 
 
Exh. D-1-1
 
 
BASIS REAL ESTATE CAPITAL II, LLC
 
SECRETARY’S CERTIFICATE
 
I, [_____________________], hereby certify that I am a duly elected Manager and acting as Secretary of Basis Real Estate Capital II, LLC (the “Company”), and certify further as follows:
 
1.             Attached hereto as Exhibit A is a true and correct copy of the Certificate of Formation of the Company, which is in full force and effect on the date hereof.
 
2.             Attached hereto as Exhibit B is a true and correct copy of the Limited Liability Company Agreement of the Company, which is in full force and effect on the date hereof.
 
3.             Attached hereto as Exhibit C is a certificate of the Secretary of State of the State of Delaware issued within ten days of the date hereof with respect to the good standing of the Company.
 
4.             Since the date of the good standing certificate referred to in paragraph 3 above, the Company has not received any notification from the Secretary of State of the State of Delaware, or from any other source, that the Company is not in good standing in the State of Delaware.
 
5.             Attached hereto as Exhibit D is a Secretary’s Certificate regarding a duly held meeting of the Board of Directors of the Company at which the resolutions specified therein were duly adopted by the Board of Directors of the Company. Such resolutions have not been amended, modified, or rescinded and remain in full force and effect on the date hereof and are not in conflict with any other resolutions of the board of directors of the Company in effect on the date hereof.
 
6.             No resolution for the dissolution of the Company has been adopted or contemplated and no such proceedings have been contemplated or have been commenced.
 
7.             Each person who, as an officer or representative of the Company, signed (a) the Mortgage Loan Purchase Agreement, dated as of May 13, 2015 (the “Mortgage Loan Purchase Agreement”), among the Company, Basis Investment Group LLC and Wells Fargo Commercial Mortgage Securities, Inc. or (b) any other document or certificate delivered on or before the date hereof in connection with the transactions contemplated by the foregoing documents, was, at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signature of such person appearing on any such document is his or her genuine signature.
 
Capitalized terms used but not otherwise defined herein have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.
 
 
Exh. D-1-2
 
 
IN WITNESS WHEREOF, I have hereunto signed my name as of this 21st day of May 2015.
     
 
By:
  
   
Name:
   
Title:
 
The undersigned, an officer of the Company, hereby certifies that [__________] is the duly elected and qualified and acting Director and Manager of the Company and that the signature appearing above is her genuine signature.
 
IN WITNESS WHEREOF, I have hereunto signed my name as of this 21st day of May 2015.
     
 
By:
  
   
Name:
   
Title:
 
 
Exh. D-1-3
 
 
BASIS INVESTMENT GROUP LLC
 
OFFICER’S CERTIFICATE
 
I, [___________], hereby certify that I am a duly elected and acting President of Basis Investment Group LLC (the “Company”), and certify further as follows:
 
1.             Attached hereto as Exhibit A is a true and correct copy of the Certificate of Formation of the Company, which is in full force and effect on the date hereof.
 
2.             Attached hereto as Exhibit B is a true and correct copy of the Limited Liability Company Agreement of the Company, which is in full force and effect on the date hereof.
 
3.             Attached hereto as Exhibit C is a certificate of the Secretary of State of the State of Delaware issued within ten days of the date hereof with respect to the good standing of the Company.
 
4.             Since the date of the good standing certificate referred to in paragraph 3 above, the Company has not received any notification from the Secretary of State of the State of Delaware, or from any other source, that the Company is not in good standing in the State of Delaware.
 
5.             Attached hereto as Exhibit D is a Manager’s Certificate regarding a duly held meeting of the Board of Managers of the Company at which the resolutions specified therein were duly adopted by the Managers of the Company. Such resolutions have not been amended, modified, or rescinded and remain in full force and effect on the date hereof and are not in conflict with any other resolutions of the board of managers of the Company in effect on the date hereof.
 
6.             No resolution for the dissolution of the Company has been adopted or contemplated and no such proceedings have been contemplated or have been commenced.
 
7.             Each person who, as an officer or representative of the Company, signed (a) the Mortgage Loan Purchase Agreement, dated as of May 13, 2015 (the “Mortgage Loan Purchase Agreement”), among the Company, Basis Real Estate Capital II, LLC and Wells Fargo Commercial Mortgage Securities, Inc. (the “Purchaser”), (b) the Indemnification Agreement, dated as of May 13, 2015, among the Company, the Purchaser, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, or (c) any other document or certificate delivered on or before the date hereof in connection with the transactions contemplated by the foregoing documents, was, at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signature of such person appearing on any such document is his or her genuine signature.
 
Capitalized terms used but not otherwise defined herein have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.
 
 
Exh. D-1-4
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
Exh. D-1-5
 
 
IN WITNESS WHEREOF, I have hereunto signed my name as of this 21st day of May 2015.
     
 
By:
  
   
Name:
   
Title:
 
The undersigned, an officer of the Company, hereby certifies that [__________] is the duly elected and qualified and acting President of the Company and that the signature appearing above is her genuine signature.
 
IN WITNESS WHEREOF, I have hereunto signed my name as of this 21st day of May 2015.
     
 
By:
  
   
Name:
   
Title:
 
 
Exh. D-1-6
 
 
EXHIBIT D-2
 
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER OR BASIS INVESTMENT
 
CERTIFICATE OF [MORTGAGE LOAN SELLER] [BASIS INVESTMENT]
 
In connection with the execution and delivery by [Basis Real Estate Capital II, LLC (“Basis”)] [Basis Investment Group LLC (“Basis Investment”)] of, and the consummation of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of May 13, 2015 (the “Mortgage Loan Purchase Agreement”) between Basis, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”) and [Basis Investment Group LLC] [Basis Real Estate Capital II, LLC], the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of [Basis] [Basis Investment] in or made pursuant to Section 4(a) of the Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) [Basis] [Basis Investment] has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of [Basis] [Basis Investment]. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement.
     
  Certified this 21st day of May 2015.
     
  [BASIS REAL ESTATE CAPITAL II, LLC]
  [BASIS INVESTMENT GROUP LLC]
     
 
By:
  
   
Name:
   
Title:
 
 
Exh. D-2-1
 
Unassociated Document
Exhibit 99.5
 
 
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
Depositor,
 
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
Master Servicer,
 
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
Special Servicer,
 
SITUS HOLDINGS, LLC,
Operating Advisor,
 
CITIBANK, N.A.,
Certificate Administrator,
 
and
 
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
     
 
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2015
     
 
Commercial Mortgage Pass-Through Certificates
Series 2015-GC29
 
 
 
 
 
TABLE OF CONTENTS
         
       
Page
         
ARTICLE I
         
DEFINITIONS
         
Section 1.01
  
Defined Terms
  
4
Section 1.02
  
Certain Calculations
  
113
Section 1.03
  
Certain Constructions
  
117
         
ARTICLE II
         
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
         
Section 2.01
  
Conveyance of Mortgage Loans
  
118
Section 2.02
  
Acceptance by the Trustee, the Custodian and the Certificate Administrator
  
122
Section 2.03
  
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties
  
124
Section 2.04
  
Representations and Warranties of the Depositor
  
131
Section 2.05
  
Representations, Warranties and Covenants of the Master Servicer
  
133
Section 2.06
  
Representations, Warranties and Covenants of the Special Servicer
  
135
Section 2.07
  
Representations and Warranties of the Trustee
  
136
Section 2.08
  
Representations and Warranties of the Certificate Administrator
  
138
Section 2.09
  
Representations, Warranties and Covenants of the Operating Advisor
  
139
Section 2.10
  
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests
  
141
Section 2.11
  
Miscellaneous REMIC and Grantor Trust Provisions
  
142
         
ARTICLE III
         
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
         
Section 3.01
  
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Trust Loans
  
143
Section 3.02
  
Liability of the Master Servicer
  
154
Section 3.03
  
Collection of Certain Mortgage Loan Payments
  
155
Section 3.04
  
Collection of Taxes, Assessments and Similar Items; Escrow Accounts
  
156
Section 3.05
  
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account
  
159
 
 
-i-
 
 
       
Page
         
Section 3.05 A.
  
Loan Combination Custodial Account
  
162
Section 3.06
  
Permitted Withdrawals From the Collection Account
  
164
Section 3.06 A.
  
Permitted Withdrawals From the Loan Combination Custodial Account
  
170
Section 3.07
  
Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts
  
174
Section 3.08
  
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
  
176
Section 3.09
  
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions
  
181
Section 3.10
  
Appraisal Reductions; Realization Upon Defaulted Loans
  
186
Section 3.11
  
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
  
192
Section 3.12
  
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation
  
194
Section 3.13
  
Compensating Interest Payments
  
200
Section 3.14
  
Application of Penalty Charges and Modification Fees
  
201
Section 3.15
  
Access to Certain Documentation
  
202
Section 3.16
  
Title and Management of REO Properties
  
204
Section 3.17
  
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Trust Loans
  
208
Section 3.18
  
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder
  
216
Section 3.19
  
Lock-Box Accounts, Escrow Accounts
  
217
Section 3.20
  
Property Advances
  
218
Section 3.21
  
Appointment of Special Servicer; Asset Status Reports
  
222
Section 3.22
  
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
  
226
Section 3.23
  
Interest Reserve Account
  
227
Section 3.24
  
Modifications, Waivers and Amendments
  
228
Section 3.25
  
Additional Obligations With Respect to Certain Mortgage Loans
  
233
Section 3.26
  
Certain Matters Relating to the Outside Serviced Trust Loans
  
234
Section 3.27
  
Additional Matters Regarding Advance Reimbursement
  
234
Section 3.28
  
Serviced Companion Loan Intercreditor Matters
  
236
Section 3.29
  
Appointment and Duties of the Operating Advisor
  
238
Section 3.30
  
Rating Agency Confirmation
  
242
Section 3.31
  
General Acknowledgement Regarding Companion Loan Holders
  
244
Section 3.32
  
Outside Control Termination Event Notices and Outside Consultation Termination Event Notices
  
244
         
ARTICLE IV
         
DISTRIBUTIONS TO CERTIFICATEHOLDERS
         
Section 4.01
  
Distributions
  
245
 
 
-ii-
 
 
       
Page
         
Section 4.02
  
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer
  
258
Section 4.03
  
Compliance With Withholding Requirements
  
271
Section 4.04
  
REMIC Compliance
  
272
Section 4.05
  
Imposition of Tax on the Trust REMICs
  
274
Section 4.06
  
Remittances; P&I Advances
  
275
Section 4.07
  
Grantor Trust Reporting
  
280
Section 4.08
  
Calculations
  
281
         
ARTICLE V
         
THE CERTIFICATES
         
Section 5.01
  
The Certificates
  
281
Section 5.02
  
Form and Registration
  
283
Section 5.03
  
Registration of Transfer and Exchange of Certificates
  
285
Section 5.04
  
Mutilated, Destroyed, Lost or Stolen Certificates
  
293
Section 5.05
  
Persons Deemed Owners
  
293
Section 5.06
  
Appointment of Paying Agent
  
293
Section 5.07
  
Access to Certificateholders’ Names and Addresses; Special Notices
  
294
Section 5.08
  
Actions of Certificateholders
  
294
Section 5.09
  
Authenticating Agent
  
295
Section 5.10
  
Appointment of Custodian
  
296
Section 5.11
  
Maintenance of Office or Agency
  
296
Section 5.12
  
Exchanges of Exchangeable Certificates
  
297
         
ARTICLE VI
         
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE
         
Section 6.01
  
Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor
  
299
Section 6.02
  
Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor
  
299
Section 6.03
  
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others
  
300
Section 6.04
  
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor
  
301
Section 6.05
  
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer
  
303
Section 6.06
  
Master Servicer, Special Servicer as Owner of a Certificate
  
304
Section 6.07
  
Rating Agency Fees
  
305
Section 6.08
  
Termination of the Special Servicer Without Cause
  
305
Section 6.09
  
The Directing Holder and the Controlling Class Representative
  
309
 
 
-iii-
 

       
Page
         
ARTICLE VII
         
DEFAULT
         
Section 7.01
  
Servicer Termination Events
  
315
Section 7.02
  
Trustee to Act; Appointment of Successor
  
321
Section 7.03
  
Notification to Certificateholders
  
323
Section 7.04
  
Other Remedies of Trustee
  
324
Section 7.05
  
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination
  
324
Section 7.06
  
Termination of the Operating Advisor
  
326
         
ARTICLE VIII
         
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
         
Section 8.01
  
Duties of the Trustee and the Certificate Administrator
  
329
Section 8.02
  
Certain Matters Affecting the Trustee and the Certificate Administrator
  
332
Section 8.03
  
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans
  
335
Section 8.04
  
Trustee and Certificate Administrator May Own Certificates
  
336
Section 8.05
  
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification
  
337
Section 8.06
  
Eligibility Requirements for the Trustee and the Certificate Administrator
  
339
Section 8.07
  
Resignation and Removal of the Trustee or the Certificate Administrator
  
340
Section 8.08
  
Successor Trustee or Successor Certificate Administrator
  
342
Section 8.09
  
Merger or Consolidation of the Trustee or the Certificate Administrator
  
343
Section 8.10
  
Appointment of Co-Trustee or Separate Trustee
  
343
Section 8.11
  
Access to Certain Information
  
344
         
ARTICLE IX
         
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
         
Section 9.01
  
Termination; Optional Mortgage Loan Purchase
  
346
         
ARTICLE X
         
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
         
Section 10.01
  
Intent of the Parties; Reasonableness
  
350
Section 10.02
  
Succession; Sub-Servicers; Subcontractors
  
351
Section 10.03
  
Filing Obligations
  
353
 
 
-iv-
 

       
Page
         
Section 10.04
  
Form 10-D Filings
  
354
Section 10.05
  
Form 10-K Filings
  
357
Section 10.06
  
Sarbanes-Oxley Certification
  
360
Section 10.07
  
Form 8-K Filings
  
361
Section 10.08
  
Annual Compliance Statements
  
363
Section 10.09
  
Annual Reports on Assessment of Compliance With Servicing Criteria
  
364
Section 10.10
  
Annual Independent Public Accountants’ Servicing Report
  
366
Section 10.11
  
Significant Obligors
  
367
Section 10.12
  
Indemnification
  
369
Section 10.13
  
Amendments
  
372
Section 10.14
  
Regulation AB Notices
  
372
Section 10.15
  
Termination of the Certificate Administrator
  
372
Section 10.16
  
Termination of the Master Servicer or the Special Servicer
  
373
Section 10.17
  
Termination of Sub-Servicing Agreements
  
373
Section 10.18
  
Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan
  
374
Section 10.19
  
Termination of Exchange Act Filings With Respect to the Trust
  
376
         
ARTICLE XI
         
MISCELLANEOUS PROVISIONS
         
Section 11.01
  
Counterparts
  
376
Section 11.02
  
Limitation on Rights of Certificateholders
  
377
Section 11.03
  
Governing Law
  
377
Section 11.04
  
Notices
  
378
Section 11.05
  
Severability of Provisions
  
380
Section 11.06
  
Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency
  
380
Section 11.07
  
Amendment
  
382
Section 11.08
  
Confirmation of Intent
  
385
Section 11.09
  
Third-Party Beneficiaries
  
386
Section 11.10
  
Request by Certificateholders or the Serviced Companion Loan Holder
  
386
Section 11.11
  
Waiver of Jury Trial
  
386
Section 11.12
  
Submission to Jurisdiction
  
386
Section 11.13
  
Exchange Act Rule 17g-5 Procedures
  
387
Section 11.14
  
Precautionary Trust Indenture Act Provisions
  
391
Section 11.15
  
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements
  
391
Section 11.16
  
PNC Bank, National Association
  
392
 
 
-v-
 
 
TABLE OF EXHIBITS
     
Exhibit A-1
  
Form of Class A-1 Certificate
Exhibit A-2
  
Form of Class A-2 Certificate
Exhibit A-3
  
Form of Class A-3 Certificate
Exhibit A-4
  
Form of Class A-4 Certificate
Exhibit A-5
  
Form of Class A-AB Certificate
Exhibit A-6
  
Form of Class X-A Certificate
Exhibit A-7
  
Form of Class X-B Certificate
Exhibit A-8
  
Form of Class A-S Certificate
Exhibit A-9
  
Form of Class B Certificate
Exhibit A-10
  
Form of Class PEZ Certificate
Exhibit A-11
  
Form of Class C Certificate
Exhibit A-12
  
Form of Class D Certificate
Exhibit A-13
  
Form of Class X-D Certificate
Exhibit A-14
  
Form of Class E Certificate
Exhibit A-15
  
Form of Class F Certificate
Exhibit A-16
  
Form of Class G Certificate
Exhibit A-17
  
Form of Class H Certificate
Exhibit A-18
  
Form of Class R Certificate
Exhibit A-19
  
Form of Class S Certificate
Exhibit B
  
Mortgage Loan Schedule
Exhibit C
  
Form of Request for Release
Exhibit D
  
Form of Distribution Date Statement
Exhibit E
  
Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
Exhibit F
  
Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
Exhibit G
  
Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
Exhibit H
  
Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
Exhibit I
  
Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
Exhibit J
  
Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
Exhibit K
  
Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
Exhibit L-1
  
Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
Exhibit L-2
  
Form of Transferor Letter
Exhibit L-3
  
Form of Transferee Letter
Exhibit L-4
  
Form of Investment Representation Letter
Exhibit M-1
  
Form of Investor Certification for Obtaining Information and Notices
Exhibit M-2
  
Form of Investor Certification for Exercising Voting Rights
Exhibit M-3
  
Form of Online Vendor Certification
 
 
-i-
 
 
Exhibit M-4
  
Form of Confidentiality Agreement
Exhibit M-5
  
Form of NRSRO Certification
Exhibit N
  
Custodian Certification
Exhibit O
  
Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit P
  
Supplemental Servicer Schedule
Exhibit Q
  
[Reserved]
Exhibit R
  
Form of Operating Advisor Annual Report
Exhibit S
  
Sub-Servicing Agreements
Exhibit T
  
Form of Recommendation of Special Servicer Termination
Exhibit U
  
Additional Form 10-D Disclosure
Exhibit V
  
Additional Form 10-K Disclosure
Exhibit W
  
Form of Additional Disclosure Notification
Exhibit X
  
Form Certification to be Provided with Form 10-K
Exhibit Y-1
  
Form of Certification to be Provided to Depositor by the Certificate Administrator
Exhibit Y-2
  
Form of Certification to be Provided to Depositor by the Master Servicer
Exhibit Y-3
  
Form of Certification to be Provided to Depositor by the Special Servicer
Exhibit Y-4
  
Form of Certification to be Provided to Depositor by the Operating Advisor
Exhibit Y-5
  
Form of Certification to be Provided to Depositor by the Custodian
Exhibit Y-6
  
Form of Certification to be Provided to Depositor by the Trustee
Exhibit Z
  
Form 8-K Disclosure Information
Exhibit AA-1
  
Form of Power of Attorney for Master Servicer
Exhibit AA-2
  
Form of Power of Attorney for Special Servicer
Exhibit BB
  
Class A-AB Scheduled Principal Balance
Exhibit CC-1
  
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit CC-2
  
Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit  DD
  
Form of Notice and Certification Regarding Defeasance of Mortgage Loan
Exhibit  EE
  
Form of Notice of Exchange of Exchangeable Certificates
Exhibit  FF
  
Form of Notice Regarding Outside Serviced Trust Loan
Exhibit  GG
  
Specified Serviced Mortgage Loans

 
-ii-
 
 
Pooling and Servicing Agreement, dated as of April 1, 2015, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee.
 
PRELIMINARY STATEMENT:
 
(Terms used but not defined in this Preliminary
Statement shall have the meanings
specified in Article I hereof)
 
The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator will elect that two segregated portions of the Trust Fund (other than the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Excess Interest Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets and the proceeds of the foregoing) be treated for federal income tax purposes as two separate REMICs (designated as the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively). The Regular Certificates and the Class PEZ Regular Interests will represent “regular interests” in the Upper-Tier REMIC, and the Upper-Tier Residual Interest will be the sole class of “residual interests” in the Upper-Tier REMIC.
 
There are also (i) 13 classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Interests), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC.
 
The Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates will represent both the Lower-Tier Residual Interest and the Upper-Tier Residual Interest.
 
The parties intend that (i) the portion of the Trust Fund representing the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, the Excess Interest Grantor Trust Assets and the proceeds of the foregoing will be treated as assets of a grantor trust under subpart E of Part I of subchapter J of the Code and (ii) the beneficial interests in such grantor trust will be represented by the Class A-S Certificates, the Class B Certificates, the Class C Certificates, the Class PEZ Certificates and the Excess Interest Certificates.
 
 
 
 
 
UPPER-TIER REMIC
 
The following table sets forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal amount (the “Original Certificate Principal Amount”) or, in the case of the Class X-A, Class X-B and Class X-D Certificates, notional amount (the “Original Notional Amount”), as applicable, for each Class of Certificates and each Class PEZ Regular Interest comprising or evidencing the interests in the Upper-Tier REMIC created hereunder:
 
Class Designation
  
Approximate
Initial
Pass-Through Rate
(per annum)
  
Original
Certificate Principal Amount
/ Original Notional Amount
Class A-1
  
1.450%
  
$29,302,000
Class A-2
  
2.674%
  
$146,427,000
Class A-3
  
2.935%
  
$220,000,000
Class A-4
  
3.192%
  
$334,415,000
Class A-AB
  
2.984%
  
$52,822,000
Class X-A(1)
  
1.178%
  
$838,892,000
Class X-B(1)
  
0.398%
  
$72,704,000
Class X-D(1)
  
1.046%
  
$65,713,000
Class A-S Regular Interest
  
3.457%
  
$55,926,000
Class B Regular Interest
  
3.758%
  
$72,704,000
Class C Regular Interest
  
4.156%
  
$51,732,000
Class D
  
3.110%
  
$65,713,000
Class E
  
4.156%
  
$23,769,000
Class F
  
4.156%
  
$11,185,000
Class G
  
4.156%
  
$15,380,000
Class H
  
4.156%
  
$39,148,505
Class R(2)
  
N/A
  
                                    N/A

(1)
The Class X-A, Class X-B and Class X-D Certificates will not have Certificate Principal Amounts; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.
 
(2)
The Class R Certificates will not have a Certificate Principal Amount or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, after all required distributions under this Agreement have been made with respect to the Regular Certificates and the Class PEZ Regular Interests, will be distributed to the Holders of the Class R Certificates.
 
LOWER-TIER REMIC
 
The following table sets forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) and its original Lower-Tier Principal Balance, and the corresponding component of the Class X Certificates (the
 
 
-2-
 
 
“Corresponding Component”) for each Class of Regular Certificates and each Class PEZ Regular Interest. Each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest constitutes the “Corresponding Certificates” with respect to that Class’ or Class PEZ Regular Interest’s Corresponding Lower-Tier Regular Interest and Corresponding Component.
 
Class Designation
  
Corresponding
Lower-Tier Regular
Interest(1)(2)
  
Original Lower-Tier
Principal Balance
  
Corresponding
Component(2)
Class A-1
  
LA-1
  
$29,302,000
  
Class A-1
Class A-2
  
LA-2
  
$146,427,000
  
Class A-2
Class A-3
  
LA-3
  
$220,000,000
  
Class A-3
Class A-4
  
LA-4
  
$334,415,000
  
Class A-4
Class A-AB
  
LA-AB
  
$52,822,000
  
Class A-AB
Class A-S Regular Interest
  
LA-S
  
$55,926,000
  
Class A-S
Class B Regular Interest
  
LB
  
$72,704,000
  
Class B
Class C Regular Interest
  
LC
  
$51,732,000
  
N/A
Class D
  
LD
  
$65,713,000
  
Class D
Class E
  
LE
  
$23,769,000
  
N/A
Class F
  
LF
  
$11,185,000
  
N/A
Class G
  
LG
  
$15,380,000
  
N/A
Class H
  
LH
  
$39,148,505
  
N/A
 
(1)
The interest rate of each Lower-Tier Regular Interest is the WAC Rate.
 
(2)
The Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to any Class of Regular Certificates or any Class PEZ Regular Interest are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other.
 
GRANTOR TRUST
 
The portions of the Trust Fund consisting of the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets and the Excess Interest Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. The Class A-S Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class A-S Specific Grantor Trust Assets. The Class B Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class B Specific Grantor Trust Assets. The Class PEZ Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class PEZ Specific Grantor Trust Assets. The Class C Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class C Specific Grantor Trust Assets. The Excess Interest Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Excess Interest Grantor Trust Assets. As provided herein, the Certificate Administrator shall not take any actions that
 
 
-3-
 
 
would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of either Trust REMIC.
 
The following table sets forth the Class designation, the approximate initial Pass-Through Rate and the Original Certificate Principal Amount for each Class of Exchangeable Certificates representing a beneficial ownership interest in one or more of the Class PEZ Regular Interests:
 
 
Class Designation
  
Approximate Initial
Pass-Through Rate
(per annum)
  
Original Certificate
Principal Amount
Class A-S(1)
  
3.457%
  
$55,926,000
Class B(2)
  
3.758%
  
$72,704,000
Class PEZ(3)
  
N/A(4)
  
$0
Class C(5)
  
4.156%
  
$51,732,000
 
(1)
The Class A-S Certificates represent a beneficial ownership interest in the Class A-S Percentage Interest of the Class A-S Regular Interest. The aggregate Certificate Principal Amount of the Class A-S Certificates and the Class PEZ Component A-S will at all times equal the Certificate Principal Amount of the Class A-S Regular Interest.
 
(2)
The Class B Certificates represent a beneficial ownership interest in the Class B Percentage Interest of the Class B Regular Interest. The aggregate Certificate Principal Amount of the Class B Certificates and the Class PEZ Component B will at all times equal the Certificate Principal Amount of the Class B Regular Interest.
 
(3)
The Class PEZ Certificates represent a beneficial ownership interest in the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest, the Class B-PEZ Percentage Interest of the Class B Regular Interest and the Class C-PEZ Percentage Interest of the Class C Regular Interest.
 
(4)
The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Percentage Interest of the Class PEZ Regular Interests.
 
(5)
The Class C Certificates represent a beneficial ownership interest in the Class C Percentage Interest of the Class C Regular Interest. The aggregate Certificate Principal Amount of the Class C Certificates and the Class PEZ Component C will at all times equal the Certificate Principal Amount of the Class C Regular Interest.
 
As of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,118,523,506.
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
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 Article.
 
 
-4-
 
 
“170 Broadway Co-Lender Agreement”: With respect to the 170 Broadway Loan Combination, the related co-lender agreement, dated as of March 20, 2015, by and between the holder of the 170 Broadway Mortgage Loan and the 170 Broadway Companion Loan Holder, relating to the relative rights of the holder of the 170 Broadway Mortgage Loan and the 170 Broadway Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
“170 Broadway Companion Loan”: With respect to the 170 Broadway Loan Combination, the related promissory note made by the related Mortgagor and secured by the 170 Broadway Mortgage and designated as promissory note A-2, which is not included in the Trust and is pari passu in right of payment with the 170 Broadway Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the 170 Broadway Co-Lender Agreement.
 
“170 Broadway Companion Loan Holder”: The holder of the 170 Broadway Companion Loan.
 
“170 Broadway Loan Combination”: The 170 Broadway Mortgage Loan, together with the 170 Broadway Companion Loan, each of which is secured by the 170 Broadway Mortgage. References herein to the 170 Broadway Loan Combination shall be construed to refer to the aggregate indebtedness secured under the 170 Broadway Mortgage.
 
“170 Broadway Mortgage”: The Mortgage securing the 170 Broadway Mortgage Loan and the 170 Broadway Companion Loan.
 
“170 Broadway Mortgage Loan”: With respect to the 170 Broadway Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 170 Broadway, (ii) evidenced by a promissory note A-1 and (iii) pari passu in right of payment with the 170 Broadway Companion Loan to the extent set forth in the related Loan Documents and as provided in the 170 Broadway Co-Lender Agreement.
 
“3 Columbus Circle Co-Lender Agreement”: With respect to the 3 Columbus Circle Loan Combination, the related co-lender agreement, dated as of March 6, 2015, by and between the holder of the 3 Columbus Circle Mortgage Loan and the 3 Columbus Circle Companion Loan Holders, relating to the relative rights of the holder of the 3 Columbus Circle Mortgage Loan and the 3 Columbus Circle Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
“3 Columbus Circle Companion Loans”: With respect to the 3 Columbus Circle Loan Combination, the related promissory notes made by the related Mortgagor and secured by the 3 Columbus Circle Mortgage and designated as promissory notes A-1, A-3, A-4 and A-6, which are not included in the Trust and are pari passu in right of payment with the 3 Columbus Circle Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the 3 Columbus Circle Co-Lender Agreement.
 
“3 Columbus Circle Companion Loan Holder”: The holder of a 3 Columbus Circle Companion Loan.
 
 
-5-
 
 
“3 Columbus Circle Controlling Companion Loan”: The 3 Columbus Circle Companion Loan evidenced by the promissory note A-1 in the original principal amount of $90,000,000.
 
“3 Columbus Circle Controlling Note Securitization Date”: With respect to the 3 Columbus Circle Loan Combination, the date on which the 3 Columbus Circle Controlling Companion Loan is included in an Other Securitization Trust, provided that the related 3 Columbus Circle Companion Loan Holder provides the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee, as applicable, with notice in accordance with the terms of the 3 Columbus Circle Co-Lender Agreement.
 
“3 Columbus Circle Loan Combination”: The 3 Columbus Circle Mortgage Loan, together with the 3 Columbus Circle Companion Loans, each of which is secured by the 3 Columbus Circle Mortgage. References herein to the 3 Columbus Circle Loan Combination shall be construed to refer to the aggregate indebtedness secured under the 3 Columbus Circle Outlets Mortgage.
 
“3 Columbus Circle Mortgage”: The Mortgage securing the 3 Columbus Circle Mortgage Loan and the 3 Columbus Circle Companion Loans.
 
“3 Columbus Circle Mortgage Loan”: With respect to the 3 Columbus Circle Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 3 Columbus Circle, (ii) evidenced by promissory notes A-2 and A-5 and (iii) pari passu in right of payment with the 3 Columbus Circle Companion Loans to the extent set forth in the related Loan Documents and as provided in the 3 Columbus Circle Co-Lender Agreement.
 
“3 Columbus Circle Pooling and Servicing Agreement”: (i) Prior to the 3 Columbus Circle Controlling Note Securitization Date, the pooling and servicing agreement governing the issuance of the COMM 2015-CCRE22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, dated as of March 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as a special servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as certificate administrator and custodian, as the same may be amended from time to time in accordance with the terms thereof, and (ii) on or after the 3 Columbus Circle Controlling Note Securitization Date, the pooling and servicing agreement governing the creation of the Outside Securitization Trust that holds the 3 Columbus Circle Controlling Companion Loan.
 
“10-K Filing Deadline”: As defined in Section 10.05 of this Agreement.
 
“AB Loan Combination”: A Loan Combination that includes a Subordinate Companion Loan. There are no AB Loan Combinations related to the Trust and all references in this Agreement to “AB Loan Combinations” shall be disregarded.
 
 
-6-
 
 
“Acceptable Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and, with the consent of the related Directing Holder, unless an applicable Control Termination Event has occurred and is continuing), that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided, however, that the related Directing Holder shall have no more than 30 days to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the related Directing Holder, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.
 
“Accrued Component Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs.
 
“Act” or “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.
 
“Additional Disclosure Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.
 
“Additional Form 10-D Disclosure”: As defined in Section 10.04 of this Agreement.
 
“Additional Form 10-K Disclosure”: As defined in Section 10.05 of this Agreement.
 
“Additional Information”: As defined in Section 4.02(a) of this Agreement.
 
“Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each Person, other than the Special Servicer or the Certificate Administrator, who is not an Affiliate of the Master Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10%
 
 
-7-
 
 
or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.
 
“Additional Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor and the Depositor and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated expense of the Trust Fund that is not covered by an Advance and for which there is no corresponding collection from a Mortgagor.
 
“Administrative Cost Rate”: As of any date of determination, a rate equal to the sum of the Servicing Fee Rate, the Operating Advisor Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate.
 
“Advance”: Any P&I Advance or Property Advance.
 
“Advance Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.
 
“Advance Rate”: A per annum rate equal to the Prime Rate, compounded annually.
 
“Affected Loan(s)”: As defined in Section 2.03(a) of this Agreement.
 
“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.
 
 
-8-
 
 
“Affiliate Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, taking into account the nature of its business, to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, and (2) that the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, will not obtain information regarding Investments in the Certificates from such Affiliate. Under such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow of information exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information from the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, to such Affiliate and (b) policies and procedures against the disclosure of information regarding Investments in Certificates from such Affiliate to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential Information in the course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment Decisions with respect to the Certificates, nor may they pass that information to others for use in such activities; and (iv) such senior management personnel who have obtained information regarding Investments in the course of their exercise of general managerial responsibilities may not use that information to influence servicing recommendations.
 
“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
 
“A.M. Best”: A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M. Best” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
“Ancillary Fees”: With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor.
 
“Anticipated Repayment Date”: With respect to any ARD Mortgage Loan, the date upon which such ARD Mortgage Loan commences accruing interest at its Revised Rate.
 
 
-9-
 
 
“Anticipated Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.
 
“Applicable Laws”: As defined in Section 3.01(l), Section 3.21(g) and Section 8.02(h), respectively, of this Agreement.
 
“Applicable Monthly Payment”: For any Mortgage Loan (including an Outside Serviced Trust Loan) with respect to any month (including any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided, however, that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less the Servicing Fee Rate; and provided, further, that for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant to the applicable Other Pooling and Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.
 
“Applicant”: As defined in Section 5.07(a) of this Agreement.
 
“Appraisal”: An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.
 
“Appraisal Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount (subject to the operation of the final paragraph of Section 3.10(a)) equal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance)), minus such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii) the sum, as of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per annum rate equal to its Mortgage Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced Companion Loan(s) at the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and
 
 
-10-
 
 
all other amounts, due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and/or for which funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance). The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date occurring on or after the delivery of such Appraisal, the Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan will equal 25% of the Stated Principal Balance of such related Serviced Mortgage Loan; provided that, upon receipt of an Appraisal, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Loan Combination) will be recalculated in accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), provided, however, no new or updated Appraisal will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced Loan Combination), and each of those parties shall be entitled to rely conclusively on such determination by the Special Servicer. The Special Servicer
 
 
-11-
 
 
shall deliver a copy of any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates, as of the date of each such subsequent Appraisal or letter update.
 
Upon payment in full or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.
 
Appraisal Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion Loan (up to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.
 
Notwithstanding the foregoing, with respect to each Outside Serviced Trust Loan, the Appraisal Reduction Amount shall be the portion of any “Appraisal Reduction Amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the applicable Other Pooling and Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Trust Loan pursuant to such Outside Pooling and Servicing Agreement and the related Co-Lender Agreement. The parties hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer. By their acceptance of their Certificates, the Certificateholders shall be deemed to have acknowledged that the applicable Other Pooling and Servicing Agreement, and the related Co-Lender Agreement taken together, provide that any such “Appraisal Reduction Amount” will be calculated under the applicable Other Pooling and Servicing Agreement by the applicable party thereto.
 
“Appraisal Reduction Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, except for a Balloon Payment, (iii) in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after the date on which such Balloon Payment was due (except as described in clause B below) or (B) if the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property,
 
 
-12-
 
 
(v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Amount of all Classes of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates) has been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.
 
“Appraised Value”: As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside Serviced Trust Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to each Mortgaged Property securing an Outside Serviced Trust Loan, the appraised value allocable thereto, as determined pursuant to the Other Pooling and Servicing Agreement.
 
“Appraised-Out Class”: As defined in Section 3.10(a) of this Agreement.
 
“Appraiser”: An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.
 
“ARD Mortgage Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage Loan Schedule.
 
“Asset Status Report”: As defined in Section 3.21(b) of this Agreement.
 
“Assignment of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.
 
 
-13-
 
 
“Assumption Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption fees of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a), 3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust and the Serviced Companion Loan Holder) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.
 
“Authenticating Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.
 
“Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):
 
(a)           the aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account, as of the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date, exclusive of (without duplication) any portion of the foregoing that represents:
 
(i)             all Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period;
 
(ii)           all unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest allocable to the period following the Due Date for the related Mortgage Loan during the related Collection Period)), Net Liquidation Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries, together with any Monthly Payments and any Balloon Payments, that were received in respect of the Mortgage Pool subsequent to the related Determination Date (other than any remittances on the Outside Serviced Trust Loans or the Trust’s interest in any related REO Property contemplated by clause (b) of this definition);
 
(iii)          all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (viii), inclusive, of Section 3.06(a) of this Agreement;
 
(iv)          all amounts representing Excess Interest;
 
(v)           all Yield Maintenance Charges;
 
(vi)          all Penalty Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;
 
 
-14-
 
 
(vii)         all amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error; and
 
(viii)        with respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest Reserve Account, and any Distribution Date in January (except in a leap year) or February of each calendar year (commencing in 2016) (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit in the Collection Account and held pending transfer to the Interest Reserve Account;
 
(b)           if and to the extent not already included in clause (a) of this definition, the aggregate amount transferred from any REO Account or Loan Combination Custodial Account to the Collection Account for such Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and all remittances received on the Outside Serviced Trust Loans or the Trust’s interest in any related REO Property in the month of such Distribution Date, in each case to the extent that such transfer is made or such remittances are received, as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date;
 
(c)           the aggregate amount of any Compensating Interest Payments made by the Master Servicer and P&I Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already deducted from Available Funds pursuant to clause (a)(iii) of this definition); and
 
(d)           for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.
 
Notwithstanding the investment of funds held in the Collection Account or the Lower Tier Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.
 
“Balloon Loan”: Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day year consisting of twelve 30-day months.
 
 
-15-
 
 
“Balloon Payment”: With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Mortgage Loan in excess of the related Monthly Payment.
 
“Base Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates or any Class PEZ Regular Interest, a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates or Class PEZ Regular Interest exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents); provided, however, that under no circumstances shall the Base Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence is greater than or equal to both of (x) the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.
 
“Beneficial Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide evidence (which may be in the form of an Investor Certification) at its expense of its status as a Beneficial Owner hereunder.
 
“Borrower Delayed Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage Loan.
 
“Breach”: As defined in Section 2.03(a) of this Agreement.
 
“Business Day”: Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking institutions in the States of New York, Pennsylvania, Kansas and California, the cities in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the
 
 
-16-
 
 
city in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental decree to be closed.
 
“Calculation Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).
 
“CCR Consultation Termination Event”: The event that (i) occurs when none of the Classes of Class E, Class F, Class G and Class H Certificates has an outstanding Certificate Principal Amount, without regard to the allocation of any Appraisal Reduction Amounts, that is equal to or greater than 25% of the initial Certificate Principal Amount of that Class of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
“CCR Control Termination Event”: The event that (i) occurs when none of the Classes of Class E, Class F, Class G and Class H Certificates has an outstanding Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts then allocable to such Class in accordance with Section 3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Principal Amount of such Class of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
“Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class S and Class R Certificate issued, authenticated and delivered hereunder.
 
“Certificate Administrator”: Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.
 
“Certificate Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.
 
“Certificate Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties of the Certificate Administrator under this Agreement.
 
“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.sf.citidirect.com.
 
“Certificate Factor”: With respect to any Class of Regular Certificates and any Class PEZ Regular Interest, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Principal Amount or
 
 
-17-
 
 
the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Principal Amount or the initial Notional Amount, as the case may be.
 
“Certificate Principal Amount”: With respect to any Class of Sequential Pay Certificates or Class PEZ Regular Interest, (a) as of any date of determination on or prior to the first Distribution Date, an amount (adjusted in the case of any Class of Class A-S, Class B and Class C Certificates to take into account any Certificate exchanges pursuant to Section 5.12 of this Agreement from and including the Closing Date up to and including such date of determination) equal to the aggregate initial Certificate Principal Amount of such Class of Sequential Pay Certificates or such Class PEZ Regular Interest, as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount (adjusted in the case of any Class of Class A-S, Class B and Class C Certificates to take into account any Certificate exchanges pursuant to Section 5.12 of this Agreement after the Distribution Date immediately prior to such date of determination up to and including such date of determination) equal to the Certificate Principal Amount of such Class of Sequential Pay Certificates or such Class PEZ Regular Interest on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon and allocations of Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate Principal Amount on such prior Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans. The Certificate Principal Amount of the Class PEZ Component A-S shall at all times equal the Class A-S-PEZ Percentage Interest of the Certificate Principal Amount of the Class A-S Regular Interest. The Certificate Principal Amount of the Class PEZ Component B shall at all times equal the Class B-PEZ Percentage Interest of the Certificate Principal Amount of the Class B Regular Interest. The Certificate Principal Amount of the Class PEZ Component C shall at all times equal the Class C-PEZ Percentage Interest of the Certificate Principal Amount of the Class C Regular Interest. The Certificate Principal Amount of the Class PEZ Certificates shall at all times equal the aggregate Certificate Principal Amount of the Class PEZ Components.
 
“Certificate Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.03(a) of this Agreement.
 
“Certificateholder”: With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes of distributing reports, statements or other information pursuant to this Agreement, Beneficial Owners or potential transferees of Certificates to the extent the Person distributing such information has been provided with an Investor Certification by or on behalf of such Beneficial Owner or potential transferee); provided, however, that, except to the extent provided in the next proviso, solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a Mortgagor or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor shall be deemed not to be outstanding and the Voting Rights to which it is entitled
 
 
-18-
 
 
shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained; provided, however, that for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor shall be deemed to be outstanding, provided that if such amendment relates to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any of their Affiliates, then such Certificate so owned shall be deemed not to be outstanding; provided, however, if the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class; provided, further, if an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor has provided an Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable, then any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding.
 
“Certification Parties”: As defined in Section 10.06 of this Agreement.
 
“Certifying Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate Administrator, as applicable, with an executed Investor Certification.
 
“Certifying Person”: As defined in Section 10.06 of this Agreement.
 
“Certifying Servicer”: As defined in Section 10.08 of this Agreement.
 
“CGMRC”: Citigroup Global Markets Realty Corp., a New York corporation, and its successors in interest.
 
“CGMRC Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2015, by and between CGMRC and the Depositor.
 
“Class”: With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.
 
“Class A-1 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-1 hereto.
 
“Class A-1 Component”: The Component having such designation.
 
“Class A-1 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 1.450%.
 
 
-19-
 
 
“Class A-2 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-2 hereto.
 
“Class A-2 Component”: The Component having such designation.
 
“Class A-2 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.674%.
 
“Class A-3 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-3 hereto.
 
“Class A-3 Component”: The Component having such designation.
 
“Class A-3 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.935%.
 
“Class A-4 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-4 hereto.
 
“Class A-4 Component”: The Component having such designation.
 
“Class A-4 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.192%.
 
“Class A-AB Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-5 hereto.
 
“Class A-AB Component”: The Component having such designation.
 
“Class A-AB Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.984%.
 
“Class A-AB Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set forth on Exhibit BB to this Agreement.
 
“Class A-S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto. The Class A-S Certificates represent undivided beneficial interests in the Class A-S Specific Grantor Trust Assets.
 
“Class A-S Component”: The Component having such designation.
 
 
-20-
 
 
“Class A-S Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date.
 
“Class A-S Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.457%.
 
“Class A-S Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class A-S Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class A-S Certificates, and the denominator of which is the Certificate Principal Amount of the Class A-S Regular Interest.
 
“Class A-S Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage Interest and (ii) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date.
 
“Class A-S Regular Interest”: The uncertificated interest corresponding to the Class A-S Certificates and the Class PEZ Certificates (to the extent of the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.
 
“Class A-S Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class A-S Regular Interest with respect to such Distribution Date.
 
“Class A-S Regular Interest Pass-Through Rate”: The Class A-S Pass-Through Rate.
 
“Class A-S Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date.
 
“Class A-S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S Percentage Interest of the Class A-S Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class A-S Percentage Interest in the Class A-S Regular Interest.
 
“Class A-S-PEZ Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class A-S Percentage Interest.
 
“Class B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
 
 
-21-
 
 
Exhibit A-9 hereto. The Class B Certificates represent undivided beneficial interests in the Class B Specific Grantor Trust Assets.
 
“Class B Component”: The Component having such designation.
 
“Class B Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date.
 
“Class B Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of 3.758% and the WAC Rate.
 
“Class B Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class B Certificates, and the denominator of which is the Certificate Principal Amount of the Class B Regular Interest.
 
“Class B Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage Interest and (ii) the Class B Regular Interest Principal Distribution Amount for such Distribution Date.
 
“Class B Regular Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class PEZ Certificates (to the extent of the Class B-PEZ Percentage Interest of the Class B Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.
 
“Class B Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class B Regular Interest with respect to such Distribution Date.
 
“Class B Regular Interest Pass-Through Rate”: The Class B Pass-Through Rate.
 
“Class B Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date.
 
“Class B Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest of the Class B Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class B Percentage Interest in the Class B Regular Interest.
 
 
-22-
 
 
“Class B-PEZ Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class B Percentage Interest.
 
“Class C Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-11 hereto. The Class C Certificates represent undivided beneficial interests in the Class C Specific Grantor Trust Assets.
 
“Class C Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.
 
“Class C Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.
 
“Class C Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class C Certificates, and the denominator of which is the Certificate Principal Amount of the Class C Regular Interest.
 
“Class C Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage Interest and (ii) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.
 
“Class C Regular Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class PEZ Certificates (to the extent of the Class C-PEZ Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.
 
“Class C Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class C Regular Interest with respect to such Distribution Date.
 
“Class C Regular Interest Pass-Through Rate”: The Class C Pass-Through Rate.
 
“Class C Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.
 
“Class C Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C Regular Interest and (ii) amounts
 
 
-23-
 
 
held from time to time in the Exchangeable Distribution Account that represent distributions on the Class C Percentage Interest in the Class C Regular Interest.
 
“Class C-PEZ Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class C Percentage Interest.
 
“Class D Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-12 hereto.
 
“Class D Component”: The Component having such designation.
 
“Class D Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.110%.
 
“Class E Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-14 hereto.
 
“Class E Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.
 
“Class E Transfer”: As defined in Section 6.09(h) of this Agreement.
 
“Class F Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-15 hereto.
 
“Class F Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.
 
“Class G Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-16 hereto.
 
“Class G Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.
 
“Class H Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-17 hereto.
 
“Class H Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.
 
“Class PEZ Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
 
 
-24-
 
 
Exhibit A-10 hereto. The Class PEZ Certificates represent undivided beneficial interests in the Class PEZ Specific Grantor Trust Assets.
 
“Class PEZ Component”: Any of the Class PEZ Component A-S, Class PEZ Component B or Class PEZ Component C.
 
“Class PEZ Component A-S”: The portion of the Class A-S Regular Interest equal to the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest.
 
“Class PEZ Component A-S Principal Amount”: The product of the Class A-S-PEZ Percentage Interest and the Certificate Principal Amount of the Class A-S Regular Interest.
 
“Class PEZ Component B”: The portion of the Class B Regular Interest equal to the Class B-PEZ Percentage Interest of the Class B Regular Interest.
 
“Class PEZ Component B Principal Amount”: The product of the Class B-PEZ Percentage Interest and the Certificate Principal Amount of the Class B Regular Interest.
 
“Class PEZ Component C”: The portion of the Class C Regular Interest equal to the Class C-PEZ Percentage Interest of the Class C Regular Interest.
 
“Class PEZ Component C Principal Amount”: The product of the Class C-PEZ Percentage Interest and the Certificate Principal Amount of the Class C Regular Interest.
 
“Class PEZ Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the Class A-S-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.
 
“Class PEZ Percentage Interest”: Any of the Class A-S-PEZ Percentage Interest, the Class B-PEZ Percentage Interest or the Class C-PEZ Percentage Interest.
 
“Class PEZ Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the Class A-S-PEZ Percentage Interest and (b) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the Class B Regular Interest Principal Distribution Amount for such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest and (b) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.
 
“Class PEZ Regular Interests”: The Class A-S, Class B and Class C Regular Interests.
 
 
-25-
 
 
“Class PEZ Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class PEZ Components and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class PEZ Components.
 
“Class R Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-18 hereto. The Class R Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional Amount.
 
“Class S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-19 hereto and evidencing an undivided beneficial interest in the Excess Interest Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional Amount.
 
“Class X Certificates”: The Class X-A Certificates, the Class X-B Certificates and/or the Class X-D Certificates, as the context requires.
 
“Class X Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to (i) the WAC Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.
 
“Class X-A Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-6 hereto.
 
“Class X-A Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-AB Component and Class A-S Component, each of which constitutes a separate class of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.
 
“Class X-A Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component Notional Amounts of the Class X-A Components.
 
“Class X-A Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).
 
“Class X-B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-7 hereto.
 
“Class X-B Component”: The Class B Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier
 
 
-26-
 
 
REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.
 
“Class X-B Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional Amount of the Class X-B Component.
 
“Class X-B Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such Distribution Date.
 
“Class X-D Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-13 hereto.
 
“Class X-D Component”: The Class D Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.
 
“Class X-D Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional Amount of the Class X-D Component.
 
“Class X-D Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such Distribution Date.
 
“Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company.
 
“Clearstream”: Clearstream Banking, société anonyme, and its successors in interest.
 
“Closing Date”: April 15, 2015.
 
“Co-Lender Agreement”: With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s). The only Co-Lender Agreements related to the Trust as of the Closing Date are the Selig Office Portfolio Co-Lender Agreement, the 3 Columbus Circle Co-Lender Agreement, the 170 Broadway Co-Lender Agreement, the Crowne Plaza Bloomington Co-Lender Agreement, the Eastmont Town Center Co-Lender Agreement and the Commerce Point I & II Co-Lender Agreement.
 
“Code”: The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.
 
“Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which (subject to any changes in
 
 
-27-
 
 
the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29” and which must be an Eligible Account.
 
“Collection Period”: With respect to a Distribution Date and each Mortgage Loan (including an REO Mortgage Loan), the period beginning on the day immediately following the Due Date (without regard to grace periods) in the month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in May 2015, beginning on the day after the Cut-Off Date) and ending on and including the Due Date (without regard to grace periods) in the month in which such Distribution Date occurs.
 
“Commerce Point I & II Co-Lender Agreement”: With respect to the Commerce Point I & II Loan Combination, the related co-lender agreement, dated as of March 26, 2015, by and between the holder of the Commerce Point I & II Mortgage Loan and the Commerce Point I & II Companion Loan Holder, relating to the relative rights of the holder of the Commerce Point I & II Mortgage Loan and the Commerce Point I & II Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
“Commerce Point I & II Companion Loan”: With respect to the Commerce Point I & II Loan Combination, the related promissory note made by the related Mortgagor and secured by the Commerce Point I & II Mortgage and designated as promissory note A-1, which is not included in the Trust and is pari passu in right of payment with the Commerce Point I & II Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Commerce Point I & II Co-Lender Agreement.
 
“Commerce Point I & II Companion Loan Holder”: The holder of the Commerce Point I & II Companion Loan.
 
“Commerce Point I & II Loan Combination”: The Commerce Point I & II Mortgage Loan, together with the Commerce Point I & II Companion Loan, each of which is secured by the Commerce Point I & II Mortgage. References herein to the Commerce Point I & II Loan Combination shall be construed to refer to the aggregate indebtedness secured under the Commerce Point I & II Mortgage.
 
“Commerce Point I & II Mortgage”: The Mortgage securing the Commerce Point I & II Mortgage Loan and the Commerce Point I & II Companion Loan.
 
“Commerce Point I & II Mortgage Loan”: With respect to the Commerce Point I & II Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Commerce Point I & II, (ii) evidenced by a promissory note A-2 and (iii) pari passu in right of payment with the Commerce Point I & II Companion Loan to the extent set forth in the related Loan Documents and as provided in the Commerce Point I & II Co-Lender Agreement.
 
“Commission”: The Securities and Exchange Commission.
 
 
-28-
 
 
“Companion Loan”: Any mortgage loan that is part of a Loan Combination but is not an asset of the Trust. The only Companion Loans related to the Trust as of the Closing Date are the Selig Office Portfolio Companion Loans, the 3 Columbus Circle Companion Loans, the 170 Broadway Companion Loan, the Crowne Plaza Bloomington Companion Loan, the Eastmont Town Center Companion Loan and the Commerce Point I & II Companion Loan.
 
“Companion Loan Holder”: The holder of a Companion Loan.
 
“Companion Loan Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.
 
“Companion Loan Rating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.
 
“Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.
 
“Companion Loan Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in this Agreement.
 
“Compensating Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement to cover Prepayment Interest Shortfalls.
 
“Component”: With respect to the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-AB Component and Class A-S Component; with respect to the Class X-B Certificates, the Class B Component; and with respect to the Class X-D Certificates, the Class D Component.
 
“Component Notional Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest for that Component.
 
“Condemnation Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to the Outside Serviced Trust Loans) by exercise of the power of eminent domain or condemnation, subject,
 
 
-29-
 
 
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage; provided that, in the case of an Outside Serviced Trust Loan, “Condemnation Proceeds” under this Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
“Confidential Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor the Certificate Administrator, and the Trustee, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or Serviced Loan Combination), any Mortgagor and any Mortgaged Property, unless such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than its activities as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, or (iii) is or becomes generally available to the public other than as a result of a disclosure by the Master Servicer Servicing Personnel, the Special Servicer Servicing Personnel, the Operating Advisor Personnel, the Certificate Administrator Personnel or the Trustee Personnel.
 
“Consent Fees”: With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the Loan Documents that does not involve a modification evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the Loan Documents.
 
“Consultation Termination Event”: (i) With respect to any Serviced Outside Controlled Pari Passu Loan Combination, the event that exists when a related Outside Consultation Termination Event has occurred and is continuing; (ii) with respect to any Serviced AB Loan Combination, the event that exists when both a CCR Consultation Termination Event has occurred and is continuing, and an applicable Subordinate Companion Loan Control Termination Event has occurred and is continuing; and (iii) with respect to any other Serviced Loan, the event that exists when a CCR Consultation Termination Event has occurred and is continuing.
 
“Control Eligible Certificates”: Any of the Class E, Class F, Class G and Class H Certificates.
 
“Control Termination Event”: (i) With respect to any Serviced Outside Controlled Pari Passu Loan Combination, the event that exists when a related Outside Control Termination Event has occurred and is continuing, (ii) with respect to any Serviced AB Loan Combination, the event that exists when both a CCR Control Termination Event has occurred and is continuing, and an applicable Subordinate Companion Loan Control Termination Event has occurred and is continuing, and (iii) with respect to any other Serviced Loan, the event that exists when a CCR Control Termination Event has occurred and is continuing.
 
“Controlling Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance
 
 
-30-
 
 
with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or if no Class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates. The Controlling Class as of the Closing Date will be the Class H Certificates.
 
“Controlling Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time.
 
“Controlling Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least a majority of the Controlling Class Certificateholders by Certificate Principal Amount, as identified by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee and the Certificate Administrator; provided that, (i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate Principal Amount of the Controlling Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Principal Amount of the Controlling Class as identified to the Certificate Registrar; provided, however, that, in the case of the preceding proviso, in the event two or more holders (collectively, the “Subject Holders”) each owns Certificates representing the same aggregate Certificate Principal Amount of the Controlling Class that is, in each case, larger than the aggregate Certificate Principal Amount of the Controlling Class owned by any other particular holder besides the Subject Holders, then the Controlling Class Representative shall be the Subject Holders acting unanimously (and for the avoidance of doubt, if both or all of the Subject Holders do not act unanimously in accordance with this proviso, any direction and/or consent received will not apply and the deemed consent provisions in this Agreement will be applicable).
 
The initial Controlling Class Representative on the Closing Date shall be Eightfold Real Estate Capital, L.P., and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume Eightfold Real Estate Capital, L.P. is the Controlling Class Representative on behalf of the Controlling Class Certificateholder, until the Certificate Registrar receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that Eightfold Real Estate Capital, L.P. is no longer the Holder (or Beneficial Owner) of a majority of the applicable Controlling Class.
 
“Corporate Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 1761 East St. Andrew Place, Santa Ana, California, 92705-4934, Attention: Trust Administration – CI1527, (ii) the Certificate Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Citibank Agency & Trust, CGCMT 2015-GC29, and for all other purposes, except as specifically set forth herein, 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust, CGCMT 2015-GC29.
 
 
-31-
 
 
“Corrected Loan”: Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of “Specially Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan or a related Mortgaged Property becoming an REO Property).
 
“Corresponding Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.
 
“Corresponding Component”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ Regular Interest or Lower-Tier Regular Interest.
 
“Corresponding Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ Regular Interest or Component.
 
“CREFC®”: CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so long as no CCR Control Termination Event has occurred and is continuing, the Controlling Class Representative.
 
“CREFC® Advance Recovery Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
 
-32-
 
 
“CREFC® Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Assumption Modification Posting Instructions Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Financial File”: The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such
 
 
-33-
 
 
information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Principal Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.
 
“CREFC® Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.
 
“CREFC® Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Investor Reporting Package (IRP)”: Collectively: (a) the following seven electronic files (and any other files as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;
 
 
-34-
 
 
(b)           the following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, and (x) CREFC® Total Loan Report;
 
(c)           the following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC® Loan Modification Report Template; (x) CREFC® Loan Liquidation Report Template, (xi) CREFC® REO Liquidation Report Template; (xii) CREFC® Payment Posting Instructions Template; (xiii) CREFC® Modification Posting Instructions Template; (xiv) CREFC® Assumption Modification Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and
 
(d)           such other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC® Investor Reporting Package (CREFC® IRP)” from time to time.
 
“CREFC® Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Loan Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Liquidation Report Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Loan Modification Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Modification Report Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
 
-35-
 
 
“CREFC® Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Modification Posting Instructions Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Operating Statement Analysis Report”: The monthly report in the “Operating Statement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Payment Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Payment Posting Instructions Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Property File”: The data file in the “CREFC® Property File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available 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
 
 
-36-
 
 
time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® REO Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Liquidation Report Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® REO Status Report”: The report in the “REO Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each Performing Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Significant Insurance Event Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as
 
 
-37-
 
 
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® Total Loan Report”: The report in the “Total Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
“CREFC® 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-collateralized and cross-defaulted with each other; provided that a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups included as assets of the Trust as of the Closing Date.
 
“Cross-Collateralized Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.
 
“Cross-Over Date”: The Distribution Date on which the Certificate Principal Amount of each Class of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates and other than the Exchangeable Certificates) and each Class PEZ Regular Interest is (or will be) reduced to zero due to the application of Realized Losses.
 
“Crowne Plaza Bloomington Co-Lender Agreement”: With respect to the Crowne Plaza Bloomington Loan Combination, the related co-lender agreement, dated as of April 9, 2015, by and between the holder of the Crowne Plaza Bloomington Mortgage Loan and the Crowne Plaza Bloomington Companion Loan Holder, relating to the relative rights of the holder of the Crowne Plaza Bloomington Mortgage Loan and the Crowne Plaza Bloomington Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
“Crowne Plaza Bloomington Companion Loan”: With respect to the Crowne Plaza Bloomington Loan Combination, the related promissory note made by the related Mortgagor and secured by the Crowne Plaza Bloomington Mortgage and designated as promissory note A-2, which is not included in the Trust and is pari passu in right of payment with the Crowne Plaza Bloomington Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Crowne Plaza Bloomington Co-Lender Agreement.
 
“Crowne Plaza Bloomington Companion Loan Holder”: The holder of the Crowne Plaza Bloomington Companion Loan.
 
“Crowne Plaza Bloomington Loan Combination”: The Crowne Plaza Bloomington Mortgage Loan, together with the Crowne Plaza Bloomington Companion Loan, each of which is secured by the Crowne Plaza Bloomington Mortgage. References herein to the
 
 
-38-
 
 
Crowne Plaza Bloomington Loan Combination shall be construed to refer to the aggregate indebtedness secured under the Crowne Plaza Bloomington Mortgage.
 
“Crowne Plaza Bloomington Mortgage”: The Mortgage securing the Crowne Plaza Bloomington Mortgage Loan and the Crowne Plaza Bloomington Companion Loan.
 
“Crowne Plaza Bloomington Mortgage Loan”: With respect to the Crowne Plaza Bloomington Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Crowne Plaza Bloomington, (ii) evidenced by a promissory note A-1 and (iii) pari passu in right of payment with the Crowne Plaza Bloomington Companion Loan to the extent set forth in the related Loan Documents and as provided in the Crowne Plaza Bloomington Co-Lender Agreement.
 
“Custodial Agreement”: The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Trustee, as the same may be amended or modified from time to time in accordance with the terms thereof. For avoidance of doubt, as of the Closing Date, the Custodian is the Trustee.
 
“Custodian”: Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Trustee is Custodian, named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the Master Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be the Depositor or any Affiliate thereof.
 
“Cut-Off Date”: With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
 
“Cut-Off Date Principal Balance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of the 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 successors in interest.
 
“Debt Service Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided that with respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).
 
 
-39-
 
 
“Default”: An event of default under the Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Mortgage Loan (or Serviced Loan Combination, if applicable).
 
“Default Interest”: With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such Mortgage Loan or Serviced Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate.
 
“Default Rate”: With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Serviced Companion Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.
 
“Defaulted Loan”: A Serviced Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Note.
 
“Defaulted Mortgage Loan”: A Mortgage Loan that is a Defaulted Loan.
 
“Defaulted Serviced Loan Combination”: Any Serviced Loan Combination with respect to which the related Serviced Mortgage Loan or Serviced Companion Loan is a Defaulted Loan.
 
“Defeasance Loan”: Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.
 
“Defective Mortgage Loan”: As defined in Section 2.03(a) of this Agreement.
 
“Deficient Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article X of this Agreement, that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.
 
“Definitive Certificate”: Any Certificate in fully registered certificated form without interest coupons.
 
 
-40-
 
 
“Depositor”: Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, and its successors and assigns.
 
“Depositor’s Rule 17g-5 Website”: A website to be maintained (or caused to be maintained) by the Depositor in order to comply with Exchange Act Rule 17g-5.
 
“Depository”: The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the Depositor if the Depositor is legally able to do so).
 
“Depository Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
“Designated Servicing Documents”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, if applicable, collectively the following documents:
 
(1)           (A) a copy of the executed Note for such Mortgage Loan (or, alternatively, if the original executed Note has been lost, a copy of a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Loan Combination, a copy of the executed Note for the related Companion Loan;
 
(2)           a copy of the related Loan Agreement, if any;
 
(3)           a copy of the Mortgage;
 
(4)           a copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or Serviced Loan Combination, if any;
 
(5)           any pre-funding insurance review documentation and insurance certificates (for insurance policies other than title insurance policy and environmental policy) or a marked up commitment therefor;
 
(6)           a copy of any related title insurance policy or a marked up commitment therefor;
 
(7)           a copy of any environmental insurance policy or a marked up commitment therefor;
 
(8)           legal description of the related Mortgaged Property;
 
(9)           a copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Loan Agreement and the Mortgage);
 
(10)         a copy of the agreement governing post-closing obligations (if such item is a document separate from the Loan Agreement and the Mortgage), if any;
 
(11)         a copy of the closing statement and/or sources and uses statement;
 
 
-41-
 
 
(12)         the related Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result in any liability to the related Mortgage Loan Seller);
 
(13)         the related Mortgagor tax ID;
 
(14)         a PIP Schedule (if such item is a document separate from the Loan Agreement and the Mortgage), if any;
 
(15)         a copy of an approved operating budget, if applicable;
 
(16)         a copy of the related Ground Lease relating to such Mortgage Loan (or Serviced Loan Combination, if applicable), if any; and
 
(17)         in the case of a Serviced Loan Combination, a copy of the related Co-Lender Agreement.
 
“Determination Date”: With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or, if the sixth day is not a Business Day, the next Business Day, commencing in May 2015.
 
“Directing Holder”: (i) With respect to any Serviced Loan other than (x) a Serviced AB Loan Combination and (y) a Serviced Outside Controlled Pari Passu Loan Combination, the Controlling Class Representative, (ii) with respect to any Serviced AB Loan Combination, (a) prior to the occurrence and continuance of an applicable Subordinate Companion Loan Control Termination Event, the holder of the related Subordinate Companion Loan and (b) following the occurrence and during the continuance of an applicable Subordinate Companion Loan Control Termination Event, the Controlling Class Representative, and (iii) with respect to any Serviced Outside Controlled Pari Passu Loan Combination, the related Outside Controlling Note Holder.
 
“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
 
 
-42-
 
      
“Disclosable Special Servicer Fees”: With respect to any Serviced Loan or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure of any Serviced Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Special Servicing Compensation which is payable to the Special Servicer under this Agreement, and (2) any Permitted Special Servicer/Affiliate Fees.
 
“Disqualified Non-U.S. Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.
 
“Disqualified Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions.
 
“Distribution Account”: Collectively, the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, each of which may be subaccounts of a single Eligible Account.
 
“Distribution Date”: The fourth Business Day following the Determination Date in each month, commencing in May 2015. The first Distribution Date shall be May 12, 2015.
 
“Distribution Date Statement”: As defined in Section 4.02(a) of this Agreement.
 
 
-43-
 
 
“Document Defect”: As defined in Section 2.03(a) of this Agreement.
 
“Due Date”: With respect to (i) any Mortgage Loan or Serviced Companion Loan on or prior to its Maturity Date, the day of the month set forth in the related Note on which each Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan or Serviced Companion Loan after the Maturity Date therefor, the day of the month set forth in the related Note on which each Monthly Payment on such Mortgage Loan or Serviced Companion Loan, as the case may be, had been scheduled to be first due, and (iii) any REO Mortgage Loan or REO Companion Loan, the day of the month set forth in the related Note on which each Monthly Payment on the related Mortgage Loan or Serviced Companion Loan, as the case may be, had been scheduled to be first due.
 
“Early Termination Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans) is less than 1.0% of the sum of the aggregate Cut-Off Date Principal Balance of the Mortgage Pool initially included in the Trust Fund.
 
“Eastmont Town Center Co-Lender Agreement”: With respect to the Eastmont Town Center Loan Combination, the related co-lender agreement, dated as of March 25, 2015, by and between the holder of the Eastmont Town Center Mortgage Loan and the Eastmont Town Center Companion Loan Holder, relating to the relative rights of the holder of the Eastmont Town Center Mortgage Loan and the Eastmont Town Center Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
“Eastmont Town Center Companion Loan”: With respect to the Eastmont Town Center Loan Combination, the related promissory note made by the related Mortgagor and secured by the Eastmont Town Center Mortgage and designated as promissory note A-2, which is not included in the Trust and is pari passu in right of payment with the Eastmont Town Center Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Eastmont Town Center Co-Lender Agreement.
 
“Eastmont Town Center Companion Loan Holder”: The holder of the Eastmont Town Center Companion Loan.
 
“Eastmont Town Center Controlling Note Securitization Date”: With respect to the Eastmont Town Center Loan Combination, the date on which the Eastmont Town Center Companion Loan is included in an Other Securitization Trust, provided that the Eastmont Town Center Companion Loan Holder provides the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee, as applicable, with notice in accordance with the terms of the Eastmont Town Center Co-Lender Agreement.
 
“Eastmont Town Center Loan Combination”: The Eastmont Town Center Mortgage Loan, together with the Eastmont Town Center Companion Loan, each of which is secured by the Eastmont Town Center Mortgage. References herein to the Eastmont Town Center Loan Combination shall be construed to refer to the aggregate indebtedness secured under the Eastmont Town Center Mortgage.
 
 
-44-
 
 
“Eastmont Town Center Mortgage”: The Mortgage securing the Eastmont Town Center Mortgage Loan and the Eastmont Town Center Companion Loan.
 
“Eastmont Town Center Mortgage Loan”: With respect to the Eastmont Town Center Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Eastmont Town Center, (ii) evidenced by a promissory note A-1 and (iii) pari passu in right of payment with the Eastmont Town Center Companion Loan to the extent set forth in the related Loan Documents and as provided in the Eastmont Town Center Co-Lender Agreement.
 
“Eastmont Town Center Pooling and Servicing Agreement”: (i) Prior to the Eastmont Town Center Controlling Note Securitization Date, this Agreement and (ii) on and after the Eastmont Town Center Controlling Note Securitization Date, the pooling and servicing agreement governing the creation of the Outside Securitization Trust that holds the Eastmont Town Center Companion Loan.
 
“EDGAR”: The Commission’s Electronic Data Gathering and Retrieval System.
 
“EDGAR-Compatible Format”: Any format compatible with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.
 
“Eligible Account”: Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company (including the Trustee and the Certificate Administrator), the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch and Moody’s in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least “AA-” by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository institution or trust company are rated no less than “F1” by Fitch) and “A2” by Moody’s or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch and “P-1” by Moody’s), (ii) an account or accounts maintained with PNC Bank, National Association or Citibank, N.A. so long as PNC Bank, National Association’s or Citibank, N.A.’s, as applicable, long-term unsecured debt rating or deposit account rating shall be at least “A-” by Fitch and “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or PNC Bank, National Association’s or Citibank, N.A.’s, as applicable, short-term deposit account or short-term unsecured debt rating shall be at least “F1” by Fitch and “P-1” by Moody’s (if the deposits are to be held in the account for 30 days or less), (iii) an account or accounts maintained with KeyBank National Association, so long as KeyBank National Association’s long term unsecured debt rating shall be at least “A2” from Moody’s (or “A3” from Moody’s so long as (x) the Mortgage Loans for which such account or accounts are maintained represent less than 10% of the principal balance of all of the Mortgage Loans in the Trust Fund and (y) such account or accounts are limited to escrow and/or reserve accounts) and “A-” from Fitch (if the deposits are to be held in the account for more than thirty (30) days) or KeyBank National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and
 
 
-45-
 
 
“F1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less), (iv) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority, and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, (v) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (iv) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, or (vi) such other account or accounts not listed in clauses (i) - (iv) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.
 
“Eligible Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer or any Directing Holder or an Affiliate of the Special Servicer or any Directing Holder and (iv) that has not been paid any fees, compensation or other remuneration by any Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.
 
“Environmental Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.
 
“ERISA”: The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
“ERISA Restricted Certificate”: Any Class E, Class F, Class G or Class H Certificate; provided that any such Certificate: (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions with respect to ERISA Restricted Certificates contained in Section 5.03(m) of this Agreement if, as of the date of a proposed transfer of such Certificate, it is rated in one of the four highest generic ratings categories by a credit rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.
 
“Escrow Account”: As defined in Section 3.04(b) of this Agreement.
 
 
-46-
 
 
“Escrow Payment”: Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated improvements and similar items in respect of the related Mortgaged Property.
 
“Euroclear”: Euroclear Bank, as operator of the Euroclear System, and its successors in interest.
 
“Excess Interest”: With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date allocable to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon, to the extent permitted by applicable law and the related Loan Documents. The Excess Interest on any ARD Mortgage Loan shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.
 
“Excess Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated as evidencing an interest in the Excess Interest Grantor Trust Assets. The Class S Certificates shall be the only class of Excess Interest Certificates issued under this Agreement.
 
“Excess Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which (subject to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 – Excess Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an asset of the Lower Tier REMIC or the Upper Tier REMIC, but rather shall be an asset of the Grantor Trust.
 
“Excess Interest Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest Distribution Account and amounts held from time to time in the Excess Interest Distribution Account.
 
“Excess Liquidation Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following the date on which such proceeds were received. With respect to any Outside Serviced Trust Loan, Excess Liquidation Proceeds shall mean such Outside Serviced Trust Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement that are received by the Trust.
 
 
-47-
 
 
“Excess Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.
 
“Excess Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses (other than (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed from such Modification Fees (which such Additional Trust Fund Expenses shall be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceasing to be a Corrected Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceased to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Loan Combination, if applicable). In such case, the Special Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into account any offset described above applied during such 12-month period) with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) after giving effect to such transaction, and (ii) $25,000.
 
“Excess Penalty Charges”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such Serviced Mortgage Loan (or
 
 
-48-
 
 
Serviced Loan Combination, if applicable) during such Collection Period, over (ii) all unpaid or unreimbursed Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder) with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed from such Penalty Charges (which such Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.
 
“Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans during the related Prepayment Period exceeds the Compensating Interest Payment with respect to the Mortgage Loans.
 
“Excess Servicing Fees”: With respect to each Mortgage Loan (including an REO Mortgage Loan), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.
 
“Excess Servicing Fee Rate”: With respect to each Mortgage Loan (including an REO Mortgage Loan), a rate per annum equal to the Servicing Fee Rate (minus the applicable fee rate, if any, set forth under the column labeled “Subservicing Fee Rate (%)” on the Mortgage Loan Schedule) minus 0.0025%; provided that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.
 
“Excess Servicing Fee Right”: With respect to each Mortgage Loan (including an 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.
 
“Exchange Act”: The Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.
 
“Exchange Date”: As defined in Section 5.12(g) of this Agreement.
 
“Exchangeable Certificate”: Any of the Class A-S, Class B, Class PEZ or Class C Certificates.
 
“Exchangeable Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement in trust for the Holders of the Exchangeable Certificates, which (subject to any changes in the identity of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as
 
 
-49-
 
 
Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Exchangeable Distribution Account.” Any such account shall be an Eligible Account. The Exchangeable Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.
 
“Exchangeable Proportion”: Class A-S, Class B and Class C Certificates that evidence equal Tranche Percentage Interests in the related Class PEZ Regular Interests.
 
“FCRE”: FCRE REL, LLC, a Delaware limited liability company, and its successors in interest.
 
“FCRE Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of April 1, 2015, by and between FCRE and the Depositor.
 
“FDIC”: The Federal Deposit Insurance Corporation, and its successors in interest.
 
“Final Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Operating Advisor or the related Directing Holder or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communications (other than the related Asset Status Report) between the Special Servicer and the related Directing Holder and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, prior to the occurrence and continuance of an applicable Control Termination Event, the related Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.
 
“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Loan (or, in the case of an Outside Serviced Trust Loan, the equivalent under the applicable Other Pooling and Servicing Agreement) or REO Mortgage Loan, as the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside Special Servicer with respect to an Outside Serviced Trust Loan (if it is a “Specially Serviced Loan” (or an analogous concept) under the applicable Other Pooling and Servicing Agreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately be recoverable; provided that with respect to each Outside Serviced Trust Loan, the Final Recovery Determination shall be made by the related Outside Special Servicer in accordance with the applicable Other Pooling and Servicing Agreement.
 
 
-50-
 
 
“Fitch”: Fitch Ratings, Inc. or its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
“FMC”: Freedom Mortgage Corporation, a New Jersey corporation, and its successors in interest.
 
“FMC Guaranty”: The letter agreement dated as of April 1, 2015, by FMC, for the benefit of the Depositor and its successors and permitted assigns, relating to certain obligations of FCRE under the FCRE Loan Purchase Agreement.
 
“Form 8-K Disclosure Information”: As defined in Section 10.07 of this Agreement.
 
“General Special Servicer”: As defined in Section 6.08(i) of this Agreement.
 
“Global Certificates”: Any Certificate registered in the name of the Depository or its nominee.
 
“Grantor Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of (a) the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEZ Specific Grantor Trust Assets, beneficial ownership of which is represented by the Exchangeable Certificates, and (b) the Excess Interest Grantor Trust Assets, beneficial ownership of which is represented by the Excess Interest Certificates.
 
“Grantor Trust Certificates”: The Exchangeable Certificates and the Excess Interest Certificates, collectively.
 
“Grantor Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).
 
“Ground Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.
 
“GSMC”: Goldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.
 
“GSMC Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2015, by and between GSMC and the Depositor.
 
“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the
 
 
-51-
 
 
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.
 
“Holder”: With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest or Class PEZ Regular Interest, the Trustee for the benefit of the Certificateholders.
 
“Indemnified Party”: As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement, as the context requires.
 
“Indemnifying Party”: As defined in Section 8.05(c), Section 10.12 or Section 11.13(d), as applicable, of this Agreement, as the context requires.
 
“Independent”: When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services by, or (B) the beneficial owner of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1% of the total assets owned by such Person.
 
“Independent Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee
 
 
-52-
 
 
and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).
 
“Initial Purchasers”: Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Drexel Hamilton, LLC.
 
“Inquiries”: As defined in Section 4.02(a) of this Agreement.
 
“Institutional Accredited Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act or any entity in which all of the equity owners qualify as “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act.
 
“Insurance Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including an Outside Serviced Trust Loan) (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement); provided that, in the case of an Outside Serviced Trust Loan, “Insurance Proceeds” under this Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement or, if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Other Pooling and Servicing Agreement.
 
“Interest Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the Class X Certificates) or any Class PEZ Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class or Class PEZ Regular Interest on the related Certificate Principal Amount outstanding immediately prior to such Distribution Date. With respect to any Distribution Date and a Class of the Class X Certificates, an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective Components for such Class for such Interest Accrual Period. Calculations of interest due in respect of the Regular Certificates and the Class PEZ Regular Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.
 
“Interest Accrual Period”: With respect to any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. Each Interest Accrual Period, for purposes of accruing interest on each Lower–Tier Regular Interest, each Class of
 
 
-53-
 
 
Sequential Pay Certificates and Class X Certificates and each Class PEZ Regular Interest is assumed to consist of 30 days.
 
“Interest Distribution Amount”: With respect to any Distribution Date and with respect to each Class of Regular Certificates and each Class PEZ Regular Interest, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class or Class PEZ Regular Interest for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class or Class PEZ Regular Interest for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class or Class PEZ Regular Interest on such Distribution Date pursuant to Section 4.01(j).
 
“Interest Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23 of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Interest Reserve Account” and which shall be an Eligible Account.
 
“Interest Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or any Class PEZ Regular Interest, subject to increase as provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement, the sum of (a) the portion, of the Interest Distribution Amount for such Class or Class PEZ Regular Interest remaining unpaid as of the close of business on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, (i) other than in the case of a Class of the Class X Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class or Class PEZ Regular Interest for the current Distribution Date, and (ii) in the case of a Class of the Class X Certificates, one month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.
 
“Interested Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage Loan Seller, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted Serviced Loan Combination, the related Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by such special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.
 
“Investment”: Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued or executed by a Mortgagor, a loan
 
 
-54-
 
 
directly or indirectly secured by any of the foregoing or a hedging transaction (however structured) that references or relates to any of the foregoing.
 
“Investment Account”: As defined in Section 3.07(a) of this Agreement.
 
“Investment Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.
 
“Investment Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on behalf of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.
 
“Investor Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), a Serviced Companion Loan Holder or its Companion Loan Holder Representative and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of any of the foregoing and (B) except in the case of a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, which certificate shall be substantially in the form of Exhibit M-1 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion Loan Holder Representative), (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus Supplement and the Prospectus, which certificate shall be substantially in the form of Exhibit M-2 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website or the Master Servicer’s website; provided that, for purposes of clause (ii), if such Person is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, such certification shall indicate whether an Affiliate Ethical Wall exists between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.
 
“Investor Q&A Forum”: As defined in Section 4.02(a) of this Agreement.
 
 
-55-
 
 
“Investor Registry”: As defined in Section 4.02(a) of this Agreement.
 
“IRS”: The Internal Revenue Service.
 
“KBRA”: Kroll Bond Rating Agency, Inc. or its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
“Liquidation Event”: With respect to any Mortgage Loan (or, solely with respect to clauses (i), (ii), (v), (vi) and (vii) below, any Serviced Loan Combination or the senior portion thereof), any of the following events: (i) such Mortgage Loan (or Serviced Loan Combination or the senior portion thereof) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Serviced Loan Combination or the senior portion thereof); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced Loan Combination or the senior portion thereof) is purchased by the holder of a mezzanine loan or a Companion Loan pursuant to the related intercreditor, co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Loan Combination or the senior portion thereof) is purchased by any Person in accordance with Section 3.17 of this Agreement; or (viii) in the case of an Outside Serviced Trust Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan pursuant to the related intercreditor agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of this Agreement.
 
“Liquidation Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property acquired in respect thereof or final payoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).
 
 
-56-
 
 
“Liquidation Fee”: With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related Mortgagor and, except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) repurchased or substituted as contemplated by Section 2.03 of this Agreement, and with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to offset in connection with Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000; provided, further, that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged Property purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of a Material Breach or Material Defect, and (B) clause (v), the mezzanine loan holder or the Subordinate Companion Loan Holder does not purchase such Serviced Mortgage Loan or Serviced Loan Combination (or senior portion thereof) within 90 days of the date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder or the Subordinate Companion Loan Holder does not purchase such REO Property within 90 days of the date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) and (b) the Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Breach or Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of Specially Serviced Loan and the related Liquidation Proceeds are received within 90 days following the related default in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced Loan Combination, if applicable, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.
 
“Liquidation Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%.
 
 
-57-
 
 
“Liquidation Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with a Liquidation Event.
 
“Loan Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the loan agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which such Mortgage Loan or Serviced Loan Combination was made.
 
“Loan Combination”: An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each of which is referred to as a “Companion Loan”) that are not assets of the Trust, which Mortgage Loan and related Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan Combination” shall include any successor REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related deemed Companion Loan(s), if applicable)). The only Loan Combinations related to the Trust as of the Closing Date are the Selig Office Portfolio Loan Combination, the 3 Columbus Circle Loan Combination, the 170 Broadway Loan Combination, the Crowne Plaza Bloomington Loan Combination, the Eastmont Town Center Loan Combination and the Commerce Point I & II Loan Combination.
 
“Loan Combination Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or sub-account created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, and the related Serviced Companion Loan Holder, as their interests may appear.”
 
“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.
 
“Loan Documents”: With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable, or subsequently added to the related Mortgage File.
 
“Loan Number”: With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.
 
“Loan Purchase Agreement”: The CGMRC Loan Purchase Agreement, the GSMC Loan Purchase Agreement, the RMF Loan Purchase Agreement or the FCRE Loan Purchase Agreement, as applicable.
 
 
-58-
 
 
“Loan-to-Value Ratio”: With respect to any Mortgage Loan or Serviced Loan Combination, as of any date of determination, the fraction, expressed as a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Loan Combination, as applicable, and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.
 
“Lock-Box Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Serviced Loan Combination to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Loan Combination and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.
 
“Lock-Box Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the lock-box or other similar agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.
 
“Lower-Tier Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Lower-Tier Distribution Account” and which must be an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.
 
“Lower-Tier Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination. As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be further permanently reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.01(e) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Amount of the Corresponding Certificates. The Lower-Tier Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated by the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement.
 
“Lower-Tier Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Lower-Tier REMIC, designated as the
 
 
-59-
 
 
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Interests.
 
“Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than the Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable Other Pooling and Servicing Agreement related to any Outside Serviced Trust Loan) acquired in respect thereof and all proceeds of such REO Property, other property of the Trust Fund related thereto and amounts (other than Excess Interest and any interest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Loan Combination Custodial Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time in the Lower-Tier Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts allocable to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans.
 
“Lower-Tier Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the Lower-Tier REMIC and evidenced by the Class R Certificates.
 
“MAI”: Member of the Appraisal Institute.
 
“Major Decision”: Collectively:
 
(a)           any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Serviced Loans as come into and continue in default;
 
(b)           any modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer or the Special Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including, without limitation, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of any Serviced Loan;
 
(c)           any sale of a Defaulted Mortgage Loan (and any related Serviced Pari Passu Companion Loan) or REO Property (other than in connection with (i) the termination of the Trust Fund and (ii) the repurchase of, or substitution for, any Mortgage Loan by the applicable Mortgage Loan Seller for a Material Document Defect or Material Breach, as applicable) for less than the applicable Purchase Price;
 
(d)           any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property;
 
(e)           any release of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of the foregoing, other than
 
 
-60-
 
 
immaterial condemnation actions and other similar takings or if otherwise required pursuant to the specific terms of the related Serviced Loan and for which there is no lender discretion;
 
(f)            any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Loan or, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;
 
(g)          any property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve under the related Loan Documents);
 
(h)           releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other than those required pursuant to the specific terms of the related Serviced Loan and for which there is no lender discretion;
 
(i)           any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing a Mortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and for which there is no lender discretion;
 
(j)            the determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”;
 
(k)           following a default or an event of default with respect to a Serviced Loan, any acceleration of such Serviced Loan, or initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged Property;
 
(l)            any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Serviced Loan, or an action to enforce rights with respect thereto;
 
(m)          any determination of an Acceptable Insurance Default;
 
(n)           any proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related Mortgagor; and
 
(o)          any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.
 
 
-61-
 
 
“Manager”: With respect to any Mortgage Loan or Serviced Loan Combination, any property manager for the related Mortgaged Properties.
 
“Master Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest, or any successor Master Servicer appointed as herein provided.
 
“Master Servicer Remittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.
 
“Master Servicer Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties of the Master Servicer under this Agreement.
 
“Material Breach”: As defined in Section 2.03(a) of this Agreement.
 
“Material Document Defect”: As defined in Section 2.03(a) of this Agreement.
 
“Maturity Date”: With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced Companion Loan, the Maturity Date for the related Mortgage Loan.
 
“Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any fee in connection with a defeasance of such Mortgage Loan (or Serviced Loan Combination, if applicable).
 
“Modified Asset”: Any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant to Section 3.24 of this Agreement in a manner that:
 
(a)           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 such Serviced Loan);
 
(b)           except as expressly contemplated by the related Loan Documents, results in a release of the lien of the related 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 Mortgagor and upon which the Special Servicer may conclusively rely); or
 
 
-62-
 
 
(c)           in the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan or materially reduces the likelihood of timely payment of amounts due thereon.
 
“Monthly Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion Loan) and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes. The Monthly Payment with respect to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan, (ii) any Mortgage Loan or Serviced Companion Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an extension or (iii) any ARD Mortgage Loan after the related Anticipated Repayment Date, is the monthly payment that would otherwise have been payable on such Due Date had the related Note not been discharged or the related Maturity Date or Anticipated Repayment Date, as applicable, had not been reached, as the case may be, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Loan Combination is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan(s).
 
“Moody’s”: Moody’s Investors Service, Inc. or its successors in interest. If neither Moody’s nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
“Morningstar”: Morningstar Credit Ratings, LLC or its successors in interest.
 
“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property securing the Note(s) evidencing a Mortgage Loan or Loan Combination.
 
“Mortgage File”: With respect to any Mortgage Loan or the related Serviced Loan Combination, subject to Section 2.01(b), collectively the following documents:
 
(1)           (A) the original executed Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to the order of “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Loan Combination, a copy of the executed Note for the related Serviced Companion Loan;
 
 
-63-
 
 
(2)           an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;
 
(3)           an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;
 
(4)           an original executed assignment, in recordable form (except for missing 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 “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 [and the holder of the related Serviced Companion Loan, as their interests may appear]” or in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible for recording such assignment; provided, however, that with respect to the Eastmont Town Center Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the Eastmont Town Center Controlling Note Securitization Date, (B) the Eastmont Town Center Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;
 
(5)           the original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable), in favor of “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 [and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided, however, that with respect to the Eastmont Town Center Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the Eastmont Town Center Controlling Note Securitization Date, (B) the Eastmont Town Center Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;
 
(6)           originals or copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable, any Note of a Serviced Loan Combination) or the related Mortgage have been modified, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document;
 
(7)           the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan or the related Serviced Loan Combination (or, if such policy has not been issued, a “marked-up” pro forma title policy marked as
 
 
-64-
 
 
binding and countersigned by the title insurer or its authorized agent, or an irrevocable, binding commitment to issue such title insurance policy);
 
(8)           an original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable), if any, and any ground lessor estoppel;
 
(9)           an original or copy of the related Loan Agreement, if any;
 
(10)         an original of any guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;
 
(11)         an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Loan Combination, if any;
 
(12)         an original or copy of the environmental indemnity from the related Mortgagor, if any;
 
(13)         an original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;
 
(14)         an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included in the assignment described in clause (5)), in favor of “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 [and the holder of the related Serviced Companion Loan, as their interests may appear]”;
 
(15)         any filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage Loan or the related Serviced Loan Combination or in favor of any assignee prior to the Trustee, and an original UCC-2 and/or UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified to be the copy of such assignment submitted or to be submitted for filing);
 
(16)         in the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the original or a copy of the related intercreditor agreement;
 
(17)         an original or copy of any related environmental insurance policy;
 
(18)         a copy of any letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof (with the original to be delivered to the Master Servicer);
 
 
-65-
 
 
(19)         copies of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and
 
(20)         in the case of a Loan Combination, an original or a copy of the related Co-Lender Agreement;
 
provided that, whenever the term “Mortgage File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received.
 
Notwithstanding anything to the contrary contained herein, with respect to an Outside Serviced Trust Loan, the preceding document delivery requirements shall be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with respect to clause (1) above, executed originals of the related documents, and (ii) with respect to clauses (2) through (20) above, a copy of the mortgage file related to the applicable Outside Serviced Companion Loan delivered under the applicable Other Pooling and Servicing Agreement.

Notwithstanding any contrary provision set forth above, in connection with the Eastmont Town Center Mortgage Loan: (1) instruments of assignment may be in blank and need not be recorded pursuant to this Agreement until the earliest of (i) the Eastmont Town Center Controlling Note Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Other Pooling and Servicing Agreement, (ii) the Eastmont Town Center Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the Eastmont Town Center Controlling Note Securitization Date, in which case such instruments shall be assigned and recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with with this Agreement until the occurrence, if any, of the Eastmont Town Center Controlling Note Securitization Date; and (2) following the Eastmont Town Center Controlling Note Securitization Date, the Person selling the Eastmont Town Center Controlling Note to the related Other Depositor, at its own expense, shall be entitled to direct the Trustee or Custodian to deliver the originals of all related Loan Documents in its possession (other than the promissory note(s) evidencing the Eastmont Town Center Mortgage Loan) to the related Outside Trustee or the Outside Custodian. Such Person will require the retention by or delivery to the Trustee or Custodian of photocopies of the Loan Documents so delivered to such Outside Trustee or Outside Custodian. Such Person shall also cause the completion and recordation of
 
 
-66-
 
 
instruments of assignment in the name of such Outside Trustee, and shall be required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded; provided that, to the extent any such assignments have been recorded prior to the Eastmont Town Center Controlling Note Securitization Date, the Trustee shall execute and deliver assignments to the Outside Trustee.
 
“Mortgage Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage Loan or defeased Mortgage Loan and each Outside Serviced Trust Loan (but not the Companion Loans).
 
“Mortgage Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list shall set forth the following information with respect to each Mortgage Loan:
 
(i)          the Loan Number;
 
(ii)        the street address (including city, state and zip code) and name of the related Mortgaged Property;
 
(iii)        the Cut-Off Date Balance;
 
(iv)       the original Mortgage Rate;
 
(v)        the (A) remaining term to stated maturity and (B) Stated Maturity Date;
 
(vi)       in the case of a Balloon Loan, the remaining amortization term;
 
(vii)      the Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate, and in the case of a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related Serviced Companion Loan in such Serviced Loan Combination, and in the case of an Outside Serviced Trust Loan, separately identifying the primary servicing fee rate payable to the Outside Servicer);
 
(viii)     the Mortgage Loan Seller(s);
 
(ix)       whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;
 
(x)        whether the Mortgage Loan is an ARD Mortgage Loan;
 
(xi)        the Anticipated Repayment Date, if applicable;
 
(xii)       the Revised Rate, if applicable; and
 
 
-67-
 
 
(xiii)      such Mortgage Loan is part of a Serviced Loan Combination, in which case the information required by clauses (iii), (iv), (v), (vi) and (vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Loan Combination.
 
“Mortgage Loan Seller”: Each of CGMRC, GSMC, RMF and FCRE, and their respective successors in interest.
 
“Mortgage Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit S to this Agreement, or any successor thereto.
 
“Mortgage Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion Loans or any related REO Companion Loans.
 
“Mortgage Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note or Co-Lender Agreement, in each case without giving effect to the Default Rate, any Excess Interest or any Revised Rate with respect to such Mortgage Loan or Serviced Companion Loan, as the case may be.
 
“Mortgaged Property”: The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with respect to an Outside Serviced Trust Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and any related Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together with any personal property, fixtures, leases and other property or rights pertaining thereto.
 
“Mortgagor”: The obligor or obligors on a Note and the related Note(s) in favor of a Companion Loan Holder(s), including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under such Note and the related Note(s) in favor of a Companion Loan Holder(s).
 
“Mortgagor Accounts”: As defined in Section 3.07(a) of this Agreement.
 
“Net Condemnation Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced Trust Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
 
-68-
 
 
“Net Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of an Outside Serviced Trust Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund in connection with such Outside Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
“Net Liquidation Proceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Loan Combination (including an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.
 
“Net Mortgage Rate”: Except as set forth in the following two sentences of this definition, with respect to any Mortgage Loan (including an REO Mortgage Loan) and any Distribution Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan minus the related Administrative Cost Rate. Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Rate of such Mortgage Loan for any one-month period preceding a related Due Date shall be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued (exclusive of Default Interest and Excess Interest) in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the related Mortgage Rate minus the related Administrative Cost Rate; provided, however, that, for purposes of calculating Pass-Through Rates and the WAC Rate, with respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, (i) the Net Mortgage Rate for the one-month period preceding the Due Dates in January and February in any year which is not a leap year and in February in any year which is a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), shall be determined based on the “aggregate amount of interest actually accrued”, as referred to above in this sentence, being net of any Withheld Amounts and (ii) the Net Mortgage Rate for the one-month period preceding the Due Date in March shall be determined based on the “aggregate amount of interest actually accrued”, as referred to above in this sentence, including any such Withheld Amounts. For purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Rate of any Mortgage Loan shall be determined without regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer or an Outside Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor, and without regard to the related Mortgaged Property becoming an REO Property.
 
“Net Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by CREFC®.
 
 
-69-
 
 
“Net REO Proceeds”: With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof), net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant to Section 3.16(b) of this Agreement; provided that, in the case of an REO Property that relates to an Outside Serviced Trust Loan, “Net REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received by the Trust Fund in connection with such Outside Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
“New Lease”: Any lease of REO Property entered into on behalf of the Trust Fund, including any lease renewed or extended on behalf of the Trust Fund, if the Trust Fund has the right to renegotiate the terms of such lease.
 
“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections 3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the related Mortgage Loan or Serviced Loan Combination or REO Property, as applicable, 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.
 
“Nonrecoverable P&I Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be.
 
“Nonrecoverable Property Advance”: Any Property Advance previously made or proposed to be made in respect of a Serviced Mortgage Loan, Serviced Loan Combination or REO Property by the Master Servicer or the Trustee, which Property Advance the advancing party or the Special Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable, be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or REO Property, as the case may be. Any Property Advance that is not required to be repaid by the related Mortgagor under the terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s or the Trustee’s entitlement to reimbursement for such Advance. In the case of an Outside Serviced Trust Loan or any related
 
 
-70-
 
 
REO Property, the term “Nonrecoverable Property Advance” shall have the meaning assigned thereto in the Other Pooling and Servicing Agreement.
 
“Non-Book Entry Certificates”: As defined in Section 5.02(c)(iii) of this Agreement.
 
“Non-Reduced Certificates”: As of any date of determination, any Class of Certificates (other than the Class S, Class R and Class X Certificates) then outstanding for which (a)(1) the initial Certificate Principal Amount of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of determination and (z) any Realized Losses previously allocated to such Class of Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Principal Amount of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date of determination; provided that for purposes of this definition, the Class A-S Certificates and the Class PEZ Component A-S will be considered as if they together constitute a single “Class” of Certificates, the Class B Certificates and the Class PEZ Component B will be considered as if they together constitute a single “Class” of Certificates, the Class C Certificates and the Class PEZ Component C will be considered as if they together constitute a single “Class” of Certificates, and the Class PEZ Certificates will be Non-Reduced Certificates only with respect to each Class PEZ Component that is part of a “Class” of Non-Reduced Certificates determined as described in this proviso.
 
“Non-U.S. Beneficial Ownership Certification”: As defined in Section 5.03(f) of this Agreement.
 
“Non-U.S. Tax Person”: A person other than a U.S. Tax Person.
 
“Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.
 
“Notice of Termination”: Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate pursuant to Section 9.01(c).
 
“Notifying Party”: As defined in Section 3.01(i).
 
“Notional Amount”: For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b) with respect to the Class X-B Certificates, the Class X-B Notional Amount and (c) with respect to the Class X-D Certificates, the Class X-D Notional Amount.
 
 
-71-
 
 
“NRSRO”: A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.
 
“NRSRO Certification”: A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit M-5 hereto (which may also be submitted electronically to the Rule 17g-5 Information Provider) that states that (i) such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e) and (ii) such NRSRO has access to the Depositor’s Rule 17g-5 website regarding the Certificates. An NRSRO Certification will be deemed to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.
 
“OCC”: The Office of the Comptroller of the Currency, and its successors in interest.
 
“Offering Circular”: The offering circular dated April 1, 2015 relating to the Private Certificates (other than the Class S Certificates).
 
“Officer’s Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be.
 
“Operating Advisor”: Situs Holdings, LLC, a Delaware limited liability company, or its successor in interest, or any successor Operating Advisor appointed as herein provided.
 
“Operating Advisor Annual Report”: As defined in Section 3.29(d)(ii) of this Agreement.
 
“Operating Advisor Fee”: With respect to each Mortgage Loan (including any Outside Serviced Trust Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.
 
“Operating Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00135% per annum.
 
“Operating Advisor Personnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the Operating Advisor under this Agreement.
 
 
-72-
 
 
“Operating Advisor Standard”: As defined in Section 3.29(b) of this Agreement.
 
“Operating Advisor Termination Event”: As defined in Section 7.06(a) of this Agreement.
 
“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must be an opinion of counsel who is Independent of the Depositor, the Special Servicer and the Master Servicer.
 
“Opting-Out Party”: As defined Section 6.09(h) of this Agreement.
 
“Other Crossed Loans”: As defined in Section 2.03(a) of this Agreement.
 
“Other Depositor”: (A) With respect to an Outside Serviced Trust Loan, the depositor under the applicable Other Pooling and Servicing Agreement; and (B) with respect to a Serviced Companion Loan or a Serviced Loan Combination, the “depositor” (within the meaning of Item 1101(e) of Regulation AB) of the related Other Securitization Trust.
 
“Other Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.
 
“Other Pooling and Servicing Agreement”: (A) With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing agreement or other comparable agreement governing the creation of the related Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan Combination or the related Mortgage Loan; and (B) with respect to an Outside Serviced Trust Loan or the related Outside Serviced Loan Combination, the pooling and servicing agreement or other comparable agreement governing the creation of an Outside Securitization Trust that includes a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust and the servicing of such Outside Serviced Trust Loan, such Outside Serviced Loan Combination and the related Outside Serviced Companion
 
 
-73-
 
 
Loan(s), or any successor servicing agreement with respect to such Outside Serviced Trust Loan, such Outside Serviced Loan Combination and the related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Other Pooling and Servicing Agreement related to the Trust as of the Closing Date is the 3 Columbus Circle Pooling and Servicing Agreement. The Eastmont Town Center Pooling and Servicing Agreement shall be an Other Pooling and Servicing Agreement on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Other Securitization Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Serviced Companion Loan or successor REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.
 
 
“Outside Certificate Administrator”: With respect to an Outside Serviced Trust Loan, the certificate administrator under the applicable Other Pooling and Servicing Agreement.
 
“Outside Consultation Termination Event”: The event that occurs when (a) a Serviced Outside Controlled Pari Passu Companion Loan is included in a securitization trust, and (b) the Certificate Administrator and the Special Servicer have received a related Outside Consultation Termination Event Notice.
 
“Outside Consultation Termination Event Notice”: A written notice from a party to the pooling and servicing agreement governing the securitization of the related Serviced Outside Controlled Pari Passu Companion Loan indicating that a “consultation termination event” (or the equivalent) has occurred and is continuing under such pooling and servicing agreement.
 
“Outside Control Termination Event”: The event that occurs when (a) a Serviced Outside Controlled Pari Passu Companion Loan is included in a securitization trust and (b) the Certificate Administrator and the Special Servicer have received a related Outside Control Termination Event Notice (which has not been revoked).
 
“Outside Control Termination Event Notice”: A written notice from a party to the pooling and servicing agreement governing the securitization of the related Serviced Outside Controlled Pari Passu Companion Loan indicating that a “control termination event” (or the equivalent) has occurred and is continuing under such pooling and servicing agreement, which may be revoked in accordance with the terms of such pooling and servicing agreement if such control termination event ceases to exist.
 
“Outside Controlling Note Holder”: With respect to each Serviced Outside Controlled Pari Passu Loan Combination, (i) at any time that the related Serviced Outside Controlled Pari Passu Companion Loan is not included in a securitization trust, the holder of such Serviced Outside Controlled Pari Passu Companion Loan, and (ii) if and for so long as the related Serviced Outside Controlled Pari Passu Companion Loan is included in a securitization trust, such Serviced Outside Controlled Pari Passu Loan Combination is serviced under this Agreement and no related Outside Consultation Termination Event has occurred and is continuing, the “controlling class representative” (or equivalent party) under the pooling and
 
 
-74-
 
 
servicing agreement governing the securitization of the related Serviced Outside Controlled Pari Passu Companion Loan or such other party specified in such pooling and servicing agreement as authorized to exercise the rights of the holder of the applicable controlling note. During any period that the related Serviced Outside Controlled Pari Passu Companion Loan is included in a securitization trust and a related Outside Consultation Termination Event has occurred and is continuing, there shall be no Outside Controlling Note Holder.
 
“Outside Custodian”: With respect to an Outside Serviced Trust Loan, the custodian under the applicable Other Pooling and Servicing Agreement
 
“Outside Operating Advisor”: With respect to an Outside Serviced Trust Loan, the operating advisor under the applicable Other Pooling and Servicing Agreement.
 
“Outside Paying Agent”: With respect to an Outside Serviced Trust Loan, the paying agent under the applicable Other Pooling and Servicing Agreement.
 
“Outside Securitization Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds an Outside Serviced Companion Loan (or any portion thereof or interest therein).
 
“Outside Service Providers”: With respect to any Outside Serviced Trust Loan, the related Outside Trustee, Outside Custodian, Outside Certificate Administrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.
 
“Outside Serviced Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. The only Outside Serviced Co-Lender Agreement related to the Trust as of the Closing Date is the 3 Columbus Circle Co-Lender Agreement. The Eastmont Town Center Co-Lender Agreement shall be an Outside Serviced Co-Lender Agreement on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Outside Serviced Companion Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Companion Loans related to the Trust as of the Closing Date are the 3 Columbus Circle Companion Loans. The Eastmont Town Center Companion Loan shall be an Outside Serviced Companion Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Outside Serviced Loan Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced pursuant to the pooling and servicing agreement or other comparable agreement governing the securitization of a related Companion Loan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender Agreement. The only Outside Serviced Loan Combination related to the Trust as of the Closing Date is the 3 Columbus Circle Loan Combination. The Eastmont Town Center Loan Combination shall be an Outside Serviced Loan Combination on and after the Eastmont Town Center Controlling Note Securitization Date.
 
 
-75-
 
 
“Outside Serviced Loan Combination Noteholders”: With respect to an Outside Serviced Loan Combination, the holder of the related Outside Serviced Trust Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.
 
“Outside Serviced Trust Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Trust Loan related to the Trust as of the Closing Date is the 3 Columbus Circle Mortgage Loan. The Eastmont Town Center Mortgage Loan shall become an Outside Serviced Trust Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Outside Servicer”: With respect to an Outside Serviced Trust Loan, the master servicer under the applicable Other Pooling and Servicing Agreement.
 
“Outside Special Servicer”: With respect to an Outside Serviced Trust Loan, the special servicer under the applicable Other Pooling and Servicing Agreement.
 
“Outside Trustee”: With respect to an Outside Serviced Trust Loan, the trustee under the applicable Other Pooling and Servicing Agreement.
 
“Ownership Interest”: Any record or beneficial interest in a Class R Certificate.
 
“P&I Advance”: As to any Mortgage Loan (including any Outside Serviced Trust Loan and any REO Mortgage Loan), any advance made by the Master Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.
 
“Pari Passu Companion Loan”: A Companion Loan that is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date are the Selig Office Portfolio Companion Loans, the 3 Columbus Circle Companion Loans, the 170 Broadway Companion Loan, the Crowne Plaza Bloomington Companion Loan, the Eastmont Town Center Companion Loan and the Commerce Point I & II Companion Loan.
 
“Pari Passu Indemnified Items”: As defined in Section 3.01(j)(ii) of this Agreement.
 
“Pari Passu Indemnified Party”: As defined in Section 3.01(j)(ii) of this Agreement.
 
“Pari Passu Loan Combination”: A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations related to the Trust as of the Closing Date are the Selig Office Portfolio Loan Combination, the 3 Columbus Circle Loan Combination, the 170 Broadway Loan Combination, the Crowne Plaza Bloomington Loan Combination, the Eastmont Town Center Loan Combination and the Commerce Point I & II Loan Combination.
 
 
-76-
 
 
“Pass-Through Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest Pass-Through Rate, the Class B Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate, the Class C Regular Interest Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate and the Class H Pass-Through Rate. The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Components. The Class S Certificates and the Class R Certificates do not have Pass-Through Rates.
 
“Paying Agent”: The paying agent appointed pursuant to Section 5.06 of this Agreement.
 
“Penalty Charges”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable) (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts actually collected thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest (in the case of any Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender Agreement, and, in the case of a Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and, in the case of an Outside Serviced Trust Loan, to the extent remitted by the related Outside Servicer to the Master Servicer).
 
“Percentage Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other than a Class S or Class R Certificate), the percentage interest is equal to the initial denomination as of the Closing Date of such Certificate divided by the initial Certificate Principal Amount or Notional Amount, as applicable, of such Class of Certificates. For these purposes on any date of determination, the “initial denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange will be determined as if such Certificate was part of the related Class on the Closing Date, the “initial denomination as of the Closing Date” of any Exchangeable Certificate surrendered in an exchange will be determined as if such Certificate was not part of the related Class on the Closing Date and the initial Certificate Principal Amount of the related Class of Exchangeable Certificates will be determined as if such Class consisted only of the Certificates composing the Class on that date of determination and such Certificates had been outstanding as of the Closing Date. With respect to any Class S Certificate or any Class R Certificate, the percentage interest is set forth on the face thereof.
 
“Performing Party”: As defined in Section 10.12 of this Agreement.
 
“Performing Serviced Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.
 
“Performing Serviced Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Loan Combination, as the context may require.
 
 
-77-
 
 
“Performing Serviced Loan Combination”: A Serviced Loan Combination that is not a Specially Serviced Loan or REO Loan.
 
“Performing Serviced Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO 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 (provided that funds invested by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator 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:
 
(i)         obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(ii)        Federal Housing Administration debentures;
 
(iii)       obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move
 
 
-78-
 
 
proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(iv)       federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency 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) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(v)        demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency 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) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
 
-79-
 
 
(vi)       debt obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency 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) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(vii)      commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s, the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short-term debt rating category of KBRA (if then rated by KBRA); (B) if it has a term of more than one month and not in excess of three months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA (if then rated by KBRA); (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term rating category by KBRA (if then rated by KBRA); and (D) if it has a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aaa” by Moody’s and (3) the short-term debt obligations of which are rated in the highest
 
 
-80-
 
 
short-term rating category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(viii)     the Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so long as the Fund is rated by DBRS, Fitch and Moody’s in its highest money market fund ratings category (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a Rating Agency Confirmation);
 
(ix)        any other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating Agency Confirmation has been obtained from each Rating Agency; and
 
(x)         such other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (ix) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;
 
provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
 
Notwithstanding the foregoing, to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related Mortgagor Accounts to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master
 
 
-81-
 
 
Servicer shall invest the funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.
 
“Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and 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 Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.
 
“Permitted Transferee”: With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.
 
“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
“Plan”: As defined in Section 5.03(m) of this Agreement.
 
“Plan Investor”: As defined in Section 5.03(m) of this Agreement.
 
“Prepayment Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided, that it is assumed that any ARD Mortgage Loan is prepaid in full on its Anticipated Repayment Date.
 
“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Pari Passu Companion Loan that was subject to a Principal Prepayment in full or in part during the related Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan after the Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee, any related Excess Interest and/or Default Interest) that accrued for such Mortgage Loan or Serviced Pari Passu Companion Loan on the amount of such Principal Prepayment during the period commencing on the date after such Due Date and ending on the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage Loan or Serviced Pari Passu Companion Loan (or any later date through which interest accrues), inclusive, to the extent collected from the related Mortgagor (exclusive of any related Yield Maintenance Charge or related Excess Interest and/or Default Interest that may have been collected) and, in the case of an Outside Serviced Trust Loan, remitted to the Trust Fund.
 
 
-82-
 
 
“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Pari Passu Companion Loan that was subject to a Principal Prepayment in full or in part during the related Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan prior to the Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Excess Interest and/or Default Interest) to the extent not collected from the related Mortgagor, that would have accrued on such Mortgage Loan or Serviced Pari Passu Companion Loan on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage Loan or Serviced Pari Passu Companion Loan through the end of the applicable interest accrual period for such Due Date, inclusive.
 
“Prepayment Period”: With respect to any Distribution Date, the period beginning the day immediately following the Determination Date in the month immediately preceding the month in which such Distribution Date occurs (or beginning on the day immediately following the Cut-Off Date, in the case of the first Distribution Date) through and including the Determination Date immediately preceding such Distribution Date.
 
“Primary Collateral”: With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.
 
“Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.
 
“Principal Balance Certificates”: The Sequential Pay Certificates and the Class PEZ Certificates, collectively.
 
“Principal Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:
 
(A)        the Scheduled Principal Distribution Amount for such Distribution Date;
 
(B)        the Unscheduled Payments with respect to the Mortgage Loans (including the REO Mortgage Loans) with respect to such Distribution Date; and
 
(C)         the Principal Shortfall, if any, for such Distribution Date;
 
 
-83-
 
 
provided that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed to the Master Servicer and/or the Trustee from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed to the Master Servicer and/or the Trustee from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the applicable Prepayment Period in which such recovery occurs).
 
The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.
 
“Principal Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Loan Combination which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection with the release of the related Mortgaged Property through defeasance.
 
“Principal Shortfall”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.
 
“Private Certificates”: The Class D, Class X-D, Class E, Class F, Class G, Class H, Class S and Class R Certificates.
 
“Privileged Information”: Any (i) correspondence or other communications between the related Directing Holder (and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)) and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of such Directing Holder under this Agreement and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) under the related Co-Lender Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (iii) any information subject to attorney-client privilege.
 
 
-84-
 
 
“Privileged Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Serviced Companion Loan Holder and the Trustee, as evidenced by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the Operating Advisor, the Certificate Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose such information.
 
“Privileged Person”: The Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, a Directing Holder (but only for so long as an applicable Consultation Termination Event has not occurred and is not continuing), any Serviced Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor Certification, which Investor Certification may be submitted electronically to the Certificate Administrator; provided that, in no event shall a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of a Mortgagor, an affiliate of a Manager of a Mortgaged Property, principal, partner, member, joint venture, limited partner, employee, representative, director, advisor or investor in any of the foregoing or an agent of any of the foregoing be considered a Privileged Person.
 
“Property Advance”: As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced Trust Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with all other customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property (other than an REO Property related to an Outside Serviced Trust Loan), including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by
 
 
-85-
 
 
any such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or an intercreditor agreement. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement. If and when used with respect to an Outside Serviced Trust Loan or any related REO Property, the term “Property Advance” shall have the meaning assigned thereto or to the term “Servicing Advance” in the applicable Other Pooling and Servicing Agreement.
 
“Property Protection Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Sections 3.04, 3.07, 3.10(f), 3.10(g) and 3.17(b) or indicated herein as being a cost or expense of the Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.
 
“Prospectus”: The prospectus dated January 16, 2015, relating to the Public Certificates.
 
“Prospectus Supplement”: The prospectus supplement dated April 1, 2015, relating to the Public Certificates.
 
“PTCE”: Prohibited Transaction Class Exemption.
 
“Public Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ and Class C Certificates.
 
“Public Documents”: As defined in Section 4.02(a) of this Agreement.
 
“Public Global Certificates”: A Global Certificate relating to a Class of Public Certificates.
 
“Purchase Price”: With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase; plus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to time through the Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of an Outside Serviced Trust Loan, the pro rata portion of any similar amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced Trust Loan, all such amounts with respect to P&I Advances related to such Outside Serviced Trust Loan and, with respect to outstanding Property Advances, the pro rata portion of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) any unpaid Special Servicing Fees and any other unpaid Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan; plus (f) if such Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement, all expenses incurred or to be incurred by the
 
 
-86-
 
 
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Document Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount described in clause (c) above); plus (g) any Liquidation Fee, if and to the extent payable in accordance with the terms and conditions of this Agreement (to the extent not otherwise included in the amount described in clause (e) above). With respect to any REO Property that relates to a Serviced Loan Combination, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount calculated in accordance with the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for purposes of calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan(s), if applicable.
 
“Qualified Bidder”: As defined in Section 7.01(b) of this Agreement.
 
“Qualified Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.
 
“Qualified Insurer”: As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in clause (ii) below, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, DBRS, Moody’s and/or A.M. Best)) and “A3” by Moody’s (or, if not rated by Moody’s, then either (x) an equivalent rating such as that listed above by at least two NRSROs (which may include S&P and/or Fitch) or one NRSRO (which may include S&P and/or Fitch) and A.M. Best or (y) Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) or (ii) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company that shall have a claims-paying ability rated at least as follows by at least one of the following NRSROs: “A (low)” by DBRS, “A-“ by S&P, “A-“ by Fitch, “A3” by Moody’s or “A:X” by A.M. Best, or (iii) in either case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause (i) or (ii), as applicable, but with respect to which the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as if such entity were an insurance company referred to therein).
 
“Qualified Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage, or any substantially similar successor provision).
 
“Qualified Substitute Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or
 
 
-87-
 
 
not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Servicing File; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization schedule that extends to a date that is after the date that is three years prior to the Rated Final Distribution Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a CCR Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then the amounts described in clause (i) above shall be determined on the basis of aggregate principal balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above; provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided further, that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Sequential Pay Certificates or Class PEZ Regular Interest having a Certificate Principal Amount then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement mortgage loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator and the Trustee and, prior to the
 
 
-88-
 
 
occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
“RAIT”: RAIT Funding, LLC, a Delaware limited liability company, and its successors in interest.
 
“Rated Final Distribution Date”: The Distribution Date occurring in April 2048.
 
“Rating Agency”: Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator and the Master Servicer, and specific ratings of Moody’s, Fitch and KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated. References herein to the highest long-term unsecured debt rating category of Moody’s, Fitch or KBRA shall mean “Aaa” with respect to Moody’s and “AAA” with respect to Fitch and KBRA, and, in the case of any other rating agency, shall mean such highest rating category without regard to any plus or minus or numerical qualification.
 
“Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall not apply.
 
“Rating Agency Declination”: As defined in the definition of “Rating Agency Confirmation” in this Agreement.
 
“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal Amount of all Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests, after giving effect to distributions on such Distribution Date, exceeds (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any and all reductions thereon on such Distribution Date. The allocation of Realized Losses may be reversed as provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement.
 
 
-89-
 
 
“Record Date”: With respect to each Distribution Date and each Class of Certificates, the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.
 
“Registered Rating Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website; or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to Section 11.13(h) of this Agreement.
 
“Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class D, Class E, Class F, Class G and Class H Certificates.
 
“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein.
 
“Regulation S”: Regulation S under the Act.
 
“Regulation S Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.
 
“Regulation S Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.
 
“Relevant Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit O to this Agreement. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer or the Certificate Administrator.
 
“Remaining Certificateholder”: Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class S and Class R Certificates) or an assignment of the voting rights thereof; provided, however, that the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class PEZ Regular Interests and the Notional Amounts of the Class X-A and Class X-B Certificates have been reduced to zero.
 
“REMIC”: A “real estate mortgage investment conduit” within the meaning of Code Section 860D.
 
 
-90-
 
 
“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.
 
“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Code Section 856(d), which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:
 
(1)           except as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);
 
(2)           any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);
 
(3)           any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;
 
(4)          any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and
 
(5)          rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.
 
“REO Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the Trustee in trust for the Certificateholders and the Serviced Companion Loan Holders, which (subject to any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 and the Companion Loan Holder REO Account, as their interests may appear.” Any such account or accounts shall be an Eligible Account.
 
“REO Companion Loan”: Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.
 
 
-91-
 
 
“REO Extension”: As defined in Section 3.16(a) of this Agreement.
 
“REO Loan”: An REO Mortgage Loan, REO Companion Loan or REO Loan Combination, as the context may require.
 
“REO Loan Combination”: Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.
 
“REO Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property.
 
“REO Proceeds”: With respect to any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) and the related REO Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Trust Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under this Agreement shall be limited to any proceeds of the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
“REO Property”: A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder through foreclosure, deed in lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside Serviced Trust Loan shall constitute an REO Property if and when it is acquired under the applicable Other Pooling and Servicing Agreement on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Trust Loan and of the related Companion Loan Holder(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 Outside Serviced Trust Loan.
 
“Reportable Event”: As defined in Section 10.07 of this Agreement.
 
“Reporting Servicer”: As defined in Section 10.09 of this Agreement.
 
“Repurchase”: As defined in Section 2.03(a) of this Agreement.
 
“Repurchase Communication”: For purposes of Sections 2.03(a) and 3.01(c) 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(a) of this Agreement.
 
“Repurchase Request Rejection”: As defined in Section 2.03(a) of this Agreement.
 
“Repurchase Request Withdrawal”: As defined in Section 2.03(a) of this Agreement.
 
 
-92-
 
“Request for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.
 
“Requesting Holders”: As defined in Section 3.10(a) of this Agreement.
 
“Requesting Party”: As defined in Section 3.30(a) of this Agreement.
 
“Residual Ownership Interest”: Any record or beneficial interest in the Class R Certificates.
 
“Responsible Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any officer or assistant officer thereof.
 
“Restricted Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates of any of the aforementioned Persons.
 
“Restricted Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.
 
“Restricted Period”: As defined in Section 5.02(c)(i) of this Agreement.
 
“Retained Defeasance Rights and Obligations”: As defined in Section 3.09(d)(i) of this Agreement.
 
“Review Package”: A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard) of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies of all relevant documentation.
 
“Revised Rate”: With respect to any ARD Mortgage Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for such ARD Mortgage Loan, as calculated and as set forth in the related Loan Agreement.
 
“RMF”: Rialto Mortgage Finance, LLC, a Delaware limited liability company, and its successors in interest.
 
 
-93-
 
 
“RMF Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2015, by and between RMF and the Depositor.
 
“Rule 144A”: Rule 144A under the Act.
 
“Rule 144A Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.
 
“Rule 15Ga-1”: Rule 15Ga-1 under the Exchange Act.
 
“Rule 15Ga-1 Notice”: As defined in Section 2.03(a) of this Agreement.
 
“Rule 15Ga-1 Notice Provider”: As defined in Section 2.03(a) of this Agreement.
 
“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”: The website established and maintained by the Rule 17g-5 Information Provider pursuant to Section 11.06 and Section 11.13 of this Agreement, initially located at www.sf.citidirect.com, under the “NRSRO” tab for the related transaction.
 
“S&P”: Standard & Poor’s Ratings Services, or its successors in interest.
 
“Sarbanes-Oxley Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
“Sarbanes-Oxley Certification”: As defined in Section 10.05 of this Agreement.
 
“Scheduled Principal Distribution Amount”: For any Distribution Date, the sum, without duplication, of:
 
(A)           the principal component of all scheduled Monthly Payments and Balloon Payments which became due on their respective Due Dates in the related Collection Period (if and to the extent received by the Master Servicer by the related Determination Date (or, in the case of an Outside Serviced Trust Loan, by the Business Day immediately preceding the related Master Servicer Remittance Date) or (other than Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution Date) with respect to the Mortgage Loans (including any REO Mortgage Loans); and
 
(B)           the principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after the date on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case of an Outside Serviced Trust Loan, as
 
 
-94-
 
 
of the Business Day immediately preceding the related Master Servicer Remittance Date), net of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.
 
“Selig Office Portfolio Additional Permitted Debt”: “Additional Permitted Debt” as defined in the Selig Office Portfolio Co-Lender Agreement.
 
“Selig Office Portfolio Co-Lender Agreement”: With respect to the Selig Office Portfolio Loan Combination, the related co-lender agreement, dated as of April 1, 2015, by and between the holder of the Selig Office Portfolio Mortgage Loan and the Selig Office Portfolio Companion Loan Holders, relating to the relative rights of the holder of the Selig Office Portfolio Mortgage Loan and the Selig Office Portfolio Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
“Selig Office Portfolio Companion Loans”: With respect to the Selig Office Portfolio Loan Combination, the related promissory notes made by the related Mortgagor and secured by the Selig Office Portfolio Mortgage and designated as promissory notes A-2 and A-3, which are not included in the Trust and are pari passu in right of payment with the Selig Office Portfolio Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Selig Office Portfolio Co-Lender Agreement; provided that if the related Mortgagor elects to incur any Selig Office Portfolio Additional Permitted Debt in accordance with the related Loan Agreement, the Selig Office Portfolio Companion Loans shall include the related promissory note(s) evidencing the Office Portfolio Additional Permitted Debt.
 
“Selig Office Portfolio Companion Loan Holder”: The holder of a Selig Office Portfolio Companion Loan.
 
“Selig Office Portfolio Loan Combination”: The Selig Office Portfolio Mortgage Loan, together with the Selig Office Portfolio Companion Loans, each of which is secured by the Selig Office Portfolio Mortgage. References herein to the Selig Office Portfolio Loan Combination shall be construed to refer to the aggregate indebtedness secured under the Selig Office Portfolio Mortgage.
 
“Selig Office Portfolio Mortgage”: The Mortgage securing the Selig Office Portfolio Mortgage Loan and the Selig Office Portfolio Companion Loans.
 
“Selig Office Portfolio Mortgage Loan”: With respect to the Selig Office Portfolio Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as Selig Office Portfolio, (ii) evidenced by a promissory note A-1 and (iii) pari passu in right of payment with the Selig Office Portfolio Companion Loans to the extent set forth in the related Loan Documents and as provided in the Selig Office Portfolio Co-Lender Agreement.
 
“Sequential Pay Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates, collectively.
 
 
-95-
 
 
“Service(s)” or “Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.
 
“Serviced AB Loan Combination”: An AB Loan Combination that is being serviced pursuant to this Agreement. There is no Serviced AB Loan Combination relating to the Trust and all references in this Agreement to “Serviced AB Loan Combination” shall be disregarded.
 
“Serviced Companion Loan”: A Companion Loan that is part of a Serviced Loan Combination. The only Serviced Companion Loans related to the Trust as of the Closing Date are the Selig Office Portfolio Companion Loans, the 170 Broadway Companion Loan, the Crowne Plaza Bloomington Companion Loan, the Eastmont Town Center Companion Loan, and the Commerce Point I & II Companion Loan. The Eastmont Town Center Companion Loan will no longer be a Serviced Companion Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Companion Loan Holder”: The holder of a Serviced Companion Loan. The only Serviced Companion Loan Holders related to the Trust as of the Closing Date are the the Selig Office Portfolio Companion Loan Holders, the 170 Broadway Companion Loan Holder, the Crowne Plaza Bloomington Companion Loan Holder, the Eastmont Town Center Companion Loan Holder, and the Commerce Point I & II Companion Loan Holder. The Eastmont Town Center Companion Loan Holder will no longer be a Serviced Companion Loan Holder on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Companion Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Serviced Companion Loan (or a portion thereof or interest therein).
 
“Serviced Loan”: A Serviced Mortgage Loan or Serviced Companion Loan.
 
“Serviced Loan Combination”: A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations related to the Trust as of the Closing Date are the Selig Office Portfolio Loan Combination, the 170 Broadway Loan Combination, the Crowne Plaza Bloomington Loan Combination, the Eastmont Town Center Loan Combination, and the Commerce Point I & II Loan Combination. The Eastmont Town Center Loan Combination will no longer be a Serviced Loan Combination on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Mortgage Loan”: A Mortgage Loan that is not an Outside Serviced Trust Loan.
 
“Serviced Outside Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Pari Passu Loan Combination, the related Mortgage Loan included in the
 
 
-96-
 
 
Trust, which is (i) evidenced by a non-controlling promissory note made by the related Mortgagor and (ii) pari passu in right of payment with the related Serviced Outside Controlled Pari Passu Companion Loan to the extent set forth in the related Loan Documents and as provided in the related Co-Lender Agreement. The only Serviced Outside Controlled Mortgage Loans related to the Trust as of the Closing Date are the Eastmont Town Center Mortgage Loan and the Commerce Point I & II Mortgage Loan. The Eastmont Town Center Mortgage Loan will no longer be a Serviced Outside Controlled Mortgage Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Outside Controlled Pari Passu Companion Loan”: With respect to a Serviced Outside Controlled Pari Passu Loan Combination, the related Serviced Companion Loan evidenced by a controlling promissory note made by the related Mortgagor, which is not included in the Trust and is pari passu in right of payment with the related Serviced Outside Controlled Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the related Co-Lender Agreement. The only Serviced Outside Controlled Pari Passu Companion Loans related to the Trust as of the Closing Date are the Eastmont Town Center Companion Loan and the Commerce Point I & II Companion Loan. The Eastmont Town Center Companion Loan will no longer be a Serviced Outside Controlled Pari Passu Loan Companion Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Outside Controlled Pari Passu Loan Combination”: A Serviced Pari Passu Loan Combination with respect to which the related “controlling note” is not included in the Trust. The only Serviced Outside Controlled Pari Passu Loan Combinations related to the Trust as of the Closing Date are the Eastmont Town Center Loan Combination and the Commerce Point I & II Loan Combination. The Eastmont Town Center Loan Combination will no longer be a Serviced Outside Controlled Pari Passu Loan Combination on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. The only Serviced Pari Passu Companion Loans related to the Trust as of the Closing Date are the Selig Office Portfolio Companion Loans, the 170 Broadway Companion Loan, the Crowne Plaza Bloomington Companion Loan, the Eastmont Town Center Companion Loan, and the Commerce Point I & II Companion Loan. The Eastmont Town Center Companion Loan will no longer be a Serviced Pari Passu Companion Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
“Serviced Pari Passu Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.
 
“Serviced Pari Passu Loan Combination”: A Pari Passu Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Pari Passu Loan Combinations related to the Trust as of the Closing Date are the Selig Office Portfolio Loan Combination, the 170 Broadway Loan Combination, the Crowne Plaza Bloomington Loan Combination, the Eastmont Town Center Loan Combination, and the Commerce Point I & II Loan Combination. The Eastmont Town Center Loan Combination will no longer be a Serviced Pari Passu Loan Combination on and after the Eastmont Town Center Controlling Note Securitization Date.
 
 
-97-
 
 
“Serviced Subordinate Companion Loan”: A Subordinate Companion Loan that is part of a Serviced Loan Combination. There are no Serviced Subordinate Companion Loans related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan” shall be disregarded.
 
“Serviced Subordinate Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. There are no Serviced Subordinate Companion Loan Holders related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan Holder” shall be disregarded.
 
“Servicer”: As defined in Section 10.02(b) of this Agreement.
 
“Servicer Indemnified Party”: As defined in Section 8.05(c) of this Agreement.
 
“Servicer Termination Event”: As defined in Section 7.01 of this Agreement.
 
“Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.
 
“Servicing Fee”: With respect to each Mortgage Loan and Serviced Companion Loan (including each Specially Serviced Loan and the Outside Serviced Trust Loans) or any successor REO Mortgage Loan or successor REO Companion Loan and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan or such Serviced Companion Loan, as the case may be, as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced Loan Combination is computed and shall be prorated for partial periods.
 
For the avoidance of doubt, notwithstanding Section 3.05 or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced Trust Loan to the applicable Outside Servicer shall be paid under the applicable Other Pooling and Servicing Agreement, shall not be payable to the Master Servicer and will previously have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall not be withdrawn from the Collection Account.
 
“Servicing Fee Rate”: With respect to each Mortgage Loan (including any Outside Serviced Trust Loan) (or any successor REO Mortgage Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Servicing Fee Rate (%)” and “Subservicing Fee Rate (%)”on the Mortgage Loan Schedule; with respect to the Selig Office Portfolio Companion Loans (or any successor REO Companion Loans with respect thereto), 0.0025% per annum; with respect to the 170 Broadway Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per annum; with respect to the Crowne Plaza Bloomington Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per annum; with respect to the Eastmont Town Center Companion Loan (or any successor REO Companion Loan with respect thereto) prior to, and only prior to,
 
 
-98-
 
 
the Eastmont Town Center Controlling Note Securitization Date, 0.01% per annum; and, with respect to the Commerce Point I & II Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per annum.
 
“Servicing File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller nor any draft documents, privileged or internal communications, credit underwriting, due diligence analysis or data shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced Trust Loan, the Servicing File shall consist solely of any related documents or records generated by the Master Servicer or Special Servicer hereunder or received by either of them from the applicable Outside Servicer or Outside Special Servicer.
 
“Servicing Function Participant” Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.
 
“Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Mortgage Loans and the Serviced Companion Loans or this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Trustee, the Operating Advisor and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.
 
“Servicing Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties that such party is obligated to service and administer pursuant to this Agreement on behalf of the Trust Fund and the Trustee (as the trustee for the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each Serviced Loan Combination, such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan)) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be: (i) in accordance with the higher of the following standards of care: (A) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
 
 
-99-
 
 
as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties), and (B) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be, and in either case, exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement and the terms of the respective subject Serviced Loans; (ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to the maximization of recovery on the related Serviced Loan Combination to the Certificateholders and the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan))) 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 any Serviced Loan Combination, to the Certificateholders and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any certificate backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards shall apply with respect to an Outside Serviced Trust 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 any Serviced Loan Combination, the occurrence of any of the events described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”
 
“Significant Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to the Trust or an Other Securitization Trust.
 
“Similar Law”: As defined in Section 5.03(m) of this Agreement.
 
 
-100-
 
 
“Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.07(c) of this Agreement, (b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant to Section 6.08(a) of this Agreement and (c) notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 7.06(b) of this Agreement.
 
“Special Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest, or any successor Special Servicer appointed as provided herein.
 
“Special Servicer Servicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties of the Special Servicer under this Agreement.
 
“Special Servicing Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced Trust Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer.
 
“Special Servicing Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Trust Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Special Servicing Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Serviced Mortgage Loan, Serviced Companion Loan or Serviced Loan Combination, as applicable, is computed and shall be prorated for partial periods. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.
 
“Special Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Trust Loan), a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.
 
“Specially Serviced Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following events has occurred:
 
(a)           the related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without regard to any grace period):
 
 
-101-
 
 
 (i)       except in the case of a Balloon Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which the subject payment was due, or
 
 (ii)      in the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due (except as described in clause B below) or (B) in the case of a Serviced Loan delinquent with respect to the Balloon Payment as to which the related Mortgagor delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, for 120 days beyond the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment as due during which the refinancing is scheduled to occur); or
 
(b)           there shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that (i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the related Directing Holder unless an applicable Control Termination Event has occurred and is continuing) materially impairs the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration of the Serviced Loan without the application of any grace period under the related Loan Documents shall be deemed not to have a grace period; and provided, further, that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or
 
(c)           the Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer, with the consent of the related Directing Holder (unless an applicable Control Termination Event has occurred and is continuing) that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security for such Serviced Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable grace period under the terms of such Serviced Loan or, if no grace period is specified and the default is capable of being cured, for 30 days; provided that any default that results in acceleration of the Serviced Loan
 
 
-102-
 
 
without the application of any grace period under the related Loan Documents shall be deemed not to have a grace period; or
 
(d)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any 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, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the related Directing Holder, unless an applicable Control Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related Serviced Loan (or REO Mortgage Loan or REO Companion Loan) be transferred to special servicing); or
 
(e)           the related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt, marshaling of assets and liability or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its property; or
 
(f)            the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
 
(g)           the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property;
 
provided, however, that a Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists that would cause the Serviced Loan to continue to be characterized as a Specially Serviced Loan, when:
 
(w)          with respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor 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 3.24 of this Agreement);
 
(x)           with respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such proceeding;
 
 
-103-
 
 
(y)           with respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer in its reasonable, good faith judgment; and
 
(z)           with respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.
 
The Special Servicer may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming a Specially Serviced Loan. If any Serviced Mortgage Loan that is part of a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Companion Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that is included in a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is part of such Serviced Loan Combination shall also become a Specially Serviced Loan.
 
“Specially Serviced Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.
 
“Specified Serviced Mortgage Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.
 
“Split Mortgage Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets of the Trust as of the Closing Date are the Selig Office Portfolio Mortgage Loan, the 3 Columbus Circle Mortgage Loan, the 170 Broadway Mortgage Loan, the Crowne Plaza Bloomington Mortgage Loan, the Eastmont Town Center Mortgage Loan and the Commerce Point I & II Mortgage Loan.
 
“Sponsor”: Each of CGMRC, GSMC, RMF and FCRE, and their respective successors in interest.
 
“Startup Day”: The day designated as such pursuant to Section 2.11(c) of this Agreement.
 
“Stated Principal Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount equal to (a) the Cut-Off Date Principal Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan as of the date of substitution after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of (i) any and all amounts (without duplication) attributable to such Mortgage Loan that are part of the Scheduled Principal Distribution Amount and any and all Unscheduled Payments for each and every Distribution Date coinciding with or preceding such date of determination and (ii) any adjustment to the principal balance of such Mortgage Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal balance of such Mortgage Loan as of the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination; and with respect to any Serviced Companion Loan (other than an REO
 
 
-104-
 
 
Companion Loan), as of any date of determination, an amount equal to (a) the principal balance of such Serviced Companion Loan as of the Cut-Off Date, minus (b) the sum of (i) the principal portion of each Monthly Payment due on such Serviced Companion Loan after the Cut-Off Date, if received by the related Serviced Companion Loan Holder on or prior to the most recent Distribution Date coinciding with or preceding such date of determination, (ii) all Unscheduled Payments with respect to such Serviced Companion Loan for a Distribution Date coinciding with or preceding such date of determination and (iii) any adjustment to the principal balance of such Serviced Companion Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal Balance of a Mortgage Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Mortgage Loan is part of a Loan Combination, the related Companion Loan Holder, is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled Payments and the principal portion of any P&I Advances with respect to such REO Mortgage Loan for a Distribution Date coinciding with or preceding such date of determination but after the date on which such title is acquired. The Stated Principal Balance of a Serviced Companion Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and the related Serviced Companion Loan Holder is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled Payments with respect to such Serviced Companion Loan for a Distribution Date coinciding with or preceding such date of determination but after the date on which such title is acquired. Notwithstanding the foregoing, the Stated Principal Balance of a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of an Outside Serviced Trust Loan, with respect to which the Outside Special Servicer has made an equivalent determination) is zero. The Stated Principal Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan (including an REO Companion Loan). For purposes of this definition, if remittances are made to a Serviced Companion Loan Holder on any day of the month other than the Distribution Date in such month, such remittances shall be deemed made on the Distribution Date in such month.
 
“Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.
 
“Subject Holder”: As defined in the definition of “Controlling Class Representative” in this Agreement.
 
“Subordinate Companion Loan”: A Companion Loan that is subordinate in right of payment to the related Split Mortgage Loan. There are no Subordinate Companion Loans related to the Trust and all references in this Agreement to “Subordinate Companion Loans” shall be disregarded.
 
 
-105-
 
 
“Subordinate Companion Loan Control Termination Event”: With respect to any Serviced AB Loan Combination, the event that occurs if and for so long as the related Subordinate Companion Loan Holder is not the “controlling note holder” (or analogous concept) with respect to such Serviced AB Loan Combination pursuant to the related Co-Lender Agreement. There are no Subordinate Companion Loans related to the Trust and all references in this Agreement to “Subordinate Companion Loan Control Termination Event” shall be disregarded.
 
“Subordinate Companion Loan Holder”: The holder of a Subordinate Companion Loan. There are no Subordinate Companion Loan Holders related to the Trust and all references in this Agreement to “Subordinate Companion Loan Holder” in this Agreement shall be disregarded.
 
“Substitution Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal to the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loans.
 
“Sub-Servicer”: Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the Servicing Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.
 
“Sub-Servicing Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.
 
“Successful Bidder”: As defined in Section 7.01(b) of this Agreement.
 
“Supplemental Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:
 
(i)            the Mortgagor’s name;
 
(ii)           property type;
 
 
-106-
 
 
(iii)          the original balance;
 
(iv)          the origination date;
 
(v)           the original and remaining amortization term;
 
(vi)          whether such Mortgage Loan has a guarantor;
 
(vii)         whether such Mortgage Loan is secured by a letter of credit;
 
(viii)        the original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;
 
(ix)          the grace period with respect to both default interest and late payment charges;
 
(x)           whether such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;
 
(xi)          whether an operation and maintenance plan exists and, if so, what repairs are required;
 
(xii)         whether a cash management agreement or lock-box agreement is in place;
 
(xiii)        the number of units, pads, rooms or square feet of the Mortgaged Property;
 
(xiv)        the amount of the Monthly Payment due on the first Due Date following the Closing Date;
 
(xv)         the interest accrual basis;
 
(xvi)        Administrative Cost Rate;
 
(xvii)       whether the Mortgage Loan is secured by a Ground Lease;
 
(xviii)      whether the related Mortgage Loan is a Defeasance Loan; and
 
(xix)         whether such Mortgage Loan is part of any Serviced Loan Combination, in which case the information required by clauses (xiv) and (xv) above shall also be set forth for the Companion Loan in such Serviced Loan Combination.
 
Such list may be in the form of more than one list, collectively setting forth all of the information required.
 
“Tax Returns”: The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q
 
 
-107-
 
 
thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
 
“Temporary Regulation S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.
 
“Terminated Party”: As defined in Section 7.01(c) of this Agreement.
 
“Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.
 
“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 11.14 of this Agreement.
 
“TIA Applicability Determination”: As defined in Section 11.14 of this Agreement.
 
“Tranche Percentage Interest”: The percentage ownership interest in a Class PEZ Regular Interest evidenced by an Exchangeable Certificate, which is equal to the ratio, expressed as a percentage, of (a) the Certificate Principal Amount of that Certificate (or, in the case of a Class PEZ Certificate, an amount equal to the related Percentage Interest evidenced by that Certificate, multiplied by the Certificate Principal Amount of the Class PEZ Component with the same letter designation as such Class PEZ Regular Interest) to (b) the Certificate Principal Amount of such Class PEZ Regular Interest.
 
“Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.
 
“Transferee Affidavit”: As defined in Section 5.03(n)(ii) of this Agreement.
 
“Transferor Letter”: As defined in Section 5.03(n)(ii) of this Agreement.
 
“Treasury Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.
 
“Trust”: The trust created by this Agreement.
 
“Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
 
 
-108-
 
 
payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of this Agreement; and (xi) the Lower-Tier Regular Interests.
 
“Trust Reimbursement Amount”: As defined in Section 3.06A(a) of this Agreement.
 
“Trust Reimbursement Amount No.1”: As defined in Section 3.06(a) of this Agreement.
 
“Trust Reimbursement Amount No.2”: As defined in Section 3.06A(a) of this Agreement.
 
“Trust REMIC”: Each of the Lower-Tier REMIC and the Upper-Tier REMIC.
 
“Trustee”: Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as trustee, or its successor in interest, or any successor trustee appointed as herein provided.
 
“Trustee Personnel”: The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.
 
“Trustee/Certificate Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC.
 
“Trustee/Certificate Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0026% per annum.
 
 
-109-
 
 
“Underwriter Exemption”: Prohibited Transaction Exemption 91-23 and Prohibited Transaction Exemption 89-88, both as most recently amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.
 
“Underwriters”: Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Drexel Hamilton, LLC.
 
“Unliquidated Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.
 
“Unscheduled Payments”: With respect to any Distribution Date and the Mortgage Loans and Serviced Companion Loans (including the REO Mortgage Loans and REO Companion Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans and Serviced Companion Loans during the applicable Prepayment Period (or, in the case of an Outside Serviced Trust Loan, all principal prepayments received during the period that renders them includable in the Available Funds for such Distribution Date) and (b) the principal portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case, net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred in connection with the related Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans and Serviced Companion Loans and any REO Properties (or, in the case of an Outside Serviced Trust Loan, any interest in REO Property acquired with respect to the related Outside Serviced Loan Combination) during the applicable Prepayment Period (or, in the case of an Outside Serviced Trust Loan or any interest in REO Property acquired with respect thereto, all such proceeds received during the period that renders them includable in the Available Funds for such Distribution Date), but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously made in respect of a preceding Distribution Date.
 
“Upper-Tier Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate sub-account within the same account as the Lower-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Upper-Tier Distribution Account” and which must be an Eligible Account.
 
“Upper-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held from time to time in the Upper-Tier Distribution Account.
 
 
-110-
 
 
“Upper-Tier Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the Upper-Tier REMIC and evidenced by the Class R Certificates.
 
“U.S. Tax Person”: A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).
 
“Voting Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall be (a) 0%, in the case of the Class S and Class R Certificates, (b) 1% in the aggregate to the respective Classes of the Class X Certificates, allocated between such Classes based on their respective interest entitlements on the most recent prior Distribution Date and (c) in the case of any of any Class of Certificates (other than the Class X, Class S and Class R Certificates), a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the Certificate Principal Amount of such Class and the denominator of which is equal to the aggregate Certificate Principal Amounts of all Classes of the Certificates (other than the Class X, Class S and Class R Certificates) (or, if with respect to a vote of Non-Reduced Certificates, the Non-Reduced Certificates); provided that for purposes of such allocations, the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”, the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”, and the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”. Voting Rights shall be allocated to the Class PEZ Certificates only with respect to each Class PEZ Component that is part of a “Class” of Certificates determined as described in the proviso to the preceding sentence. The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their respective Percentage Interests. The aggregate Voting Rights of Holders of more than one Class of Certificates shall be equal to the sum of the products of each such Holder’s Voting Rights and the percentage of Voting Rights allocated to the related Class of Certificates.
 
“WAC Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates in effect for the Mortgage Loans (including the REO Mortgage Loans) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.
 
 
-111-
 
 
“WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.
 
“WHFIT Regulations”: Treasury Regulations section 1.671-5, as amended.
 
“WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.
 
“Withheld Amounts”: As defined in Section 3.23 of this Agreement.
 
“Workout-Delayed Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. 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 in the future that such amount instead constitutes a Nonrecoverable Advance.
 
“Workout Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate applied to each collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) is modified by the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event described in clause (a) of the definition of Specially Serviced Loan and the related collection of principal and interest is received within 90 days following the related maturity date in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.
 
 
-112-
 
 
“Workout Fee Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity date.
 
“Yield Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium, if any, payable under the related Note in connection with certain prepayments.
 
Section 1.02     Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:
 
(a)           All calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and Mortgage.
 
(b)           For purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution Date, the Class of Principal Balance Certificates and/or Class PEZ Regular Interest as to which any prepayment shall be deemed to be distributed shall be determined on the assumption that the portion of the Principal Distribution Amount paid to the Principal Balance Certificates and/or Class PEZ Regular Interests on such Distribution Date in respect of principal shall consist first of scheduled payments included in the definition of Principal Distribution Amount and second of prepayments included in such definition.
 
(c)           Any Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer, the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan on which interest accrues.
 
(d)           All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be allocated to amounts due and owing under the related Loan Documents (including for principal and accrued and unpaid interest) in
 
 
-113-
 
 
accordance with the express provisions of the related Loan Documents and any related Co-Lender Agreement (and, in the case of an Outside Serviced Trust Loan, the provisions of the applicable Other Pooling and Servicing Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after an event of default under the related Mortgage Loan (to the extent not cured or waived), in each case only to the extent such amount is an obligation of the related Mortgagor in the related Loan Documents, all such amounts collected shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:
 
(i)            as a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;
 
(ii)           as a recovery of any Nonrecoverable Advances related to such Mortgage Loan and any interest thereon, to the extent previously reimbursed from principal collections with respect to the other Mortgage Loans;
 
(iii)          to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the related Mortgagor, through the related Due Date), over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);
 
(iv)          to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, or in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of principal to the extent of its entire remaining unpaid principal balance);
 
(v)           as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);
 
(vi)          as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;
 
 
-114-
 
 
(vii)         as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;
 
(viii)        as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;
 
(ix)          as a recovery of any Default Interest, Excess Interest and late payment charges then due and owing under such Mortgage Loan;
 
(x)           as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;
 
(xi)          as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal; and
 
(xii)         as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
 
provided that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of a Mortgaged Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of the related Mortgage Loan or the related Serviced Loan Combination exceeds 125% (based solely on the value of the real property and excluding personal property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage Loan or the related Serviced Loan Combination in the manner permitted by such REMIC Provisions.
 
(e)           Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, except as otherwise expressly set forth in any related Co-Lender Agreement and, in the case of an Outside Serviced Trust Loan, except as otherwise expressly set forth in the applicable Other Pooling and Servicing Agreement) shall be deemed allocated for purposes of collecting amounts due under the deemed REO Mortgage Loan, in each case only to the extent such amount is or was an obligation of the related Mortgagor in the related Loan Documents, in the following order of priority:
 
(i)            as a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;
 
(ii)           as a recovery of any Nonrecoverable Advances on the related REO Mortgage Loan and any interest thereon, to the extent previously reimbursed from principal collections with respect to the other Mortgage Loans;
 
(iii)          to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on the related REO Mortgage Loan at the related Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections were received,
 
 
-115-
 
 
over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant to clause (v) below or clause (v) of Section 1.02(d) above);
 
(iv)          to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan to the extent of its entire unpaid principal balance;
 
(v)           as a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant to this clause (v) or clause (v) of Section 1.02(d) above);
 
(vi)          as a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;
 
(vii)         as a recovery of any Default Interest, Excess Interest or late payment charges then due and owing under the related REO Mortgage Loan;
 
(viii)        as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage Loan; and
 
(ix)          as a recovery of any other amounts then due and owing under the related REO Mortgage Loan.
 
(f)           The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special Servicer in accordance with the Servicing Standard.
 
(g)           All net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including, if and when applicable, with respect to an Outside Serviced Trust Loan or the related Mortgaged Property or any related REO Property) shall be made using the Calculation Rate.
 
(h)           The parties hereto acknowledge that any payments, collections and recoveries received by the parties to the applicable Other Pooling and Servicing Agreement related to an Outside Serviced Trust Loan are required to be allocated by such parties as interest, principal or other amounts in accordance with the terms and conditions of the applicable Other
 
 
-116-
 
 
Pooling and Servicing Agreement, the related Co-Lender Agreement and the related Outside Serviced Trust Loan.
 
Section 1.03     Certain Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate Class of Certificates or Class PEZ Regular Interests outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class PEZ Regular Interest then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and the Class A-S, Class B and Class C Regular Interests; provided, however, that for purposes of determining the most subordinate Class of Certificates, in the event that the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates are the only Classes of Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B Certificates together will be treated as the most subordinate Class of Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class S Certificates, the Class R Certificates and, for purposes of receiving Yield Maintenance Charges, the Class X-B Certificates) and Class PEZ Regular Interest shall be deemed to be outstanding only to the extent its respective Certificate Principal Amount or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.
 
(b)           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)           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;
 
(iii)          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;
 
(iv)           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
 
(v)            the terms “include” or “including” shall mean without limitation by reason of enumeration.
 
 
-117-
 
 
ARTICLE II
 
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
 
Section 2.01     Conveyance of Mortgage Loans.
 
(a)           The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Citigroup Commercial Mortgage Trust 2015-GC29, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(i)), (and to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Loan Purchase Agreement, (iii) the FMC Guaranty, (iv) each Co-Lender Agreement, if any, and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of any Outside Serviced Trust Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.
 
(b)           In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct each Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit with the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with copies (other than with respect to an Outside Serviced Trust Loan) to be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer; provided, however, that copies of any document in the Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect to an Outside Serviced Trust Loan) on or before the Closing Date. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive of those relating to an Outside Serviced Trust Loan), the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee
 
 
-118-
 
 
for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date; provided that with respect to the Eastmont Town Center Mortgage Loan, no such assignments shall be made until the earlier of (i) the Eastmont Town Center Controlling Note Securitization Date, in which case such assignments shall be made in accordance with the related Other Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer, in which case such assignments shall be made in favor of the Trustee for the benefit of the Certificateholders and for the benefit of the holder of the related Companion Loan, until the occurrence of the Eastmont Town Center Controlling Note Securitization Date, as the case may be. Contemporaneous with the securitization of the Eastmont Town Center Companion Loan, any such letter of credit shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable, as provided in the related Other Pooling and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder.
 
With respect to any Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such document in the related
 
 
-119-
 
 
Mortgage File), the Master Servicer and the Special Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.
 
After the Depositor’s transfer of the 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 Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s expense, in the appropriate public office for real property records or UCC financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (4) of the definition of “Mortgage File” and each related UCC-2 and UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”. This subsection (c) shall not apply to any Outside Serviced Trust Loan because the documents referred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, in the case of the Eastmont Town Center Mortgage Loan (prior to its becoming an Outside Serviced Trust Loan), the timing of any recordation of the documents referred to herein shall be governed by the last paragraph of the definition of “Mortgage File” and, following the Eastmont Town Center Controlling Note Securitization Date, if such recordation has been effected, such documents shall be assigned in accordance with the last paragraph of the definition of “Mortgage File”.
 
The Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase Agreement as to each Mortgage Loan (exclusive of any Outside Serviced Trust Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File” 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 applicable, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-2 and UCC-3 assignment referred to in the previous paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); 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 or its designee shall obtain and provide to the Custodian a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.
 
 
-120-
 
 
If the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and record or file, or with respect to any assignments the Custodian has agreed to file as described above, to deliver to the Custodian the substitute or corrected document. The Custodian shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate.
 
(d)           In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to the Outside Serviced Trust Loans, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage Loans or any related Serviced Companion Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests therein and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with (ii) all unapplied Escrow Payments and reserve funds in the possession of the applicable Mortgage Loan Seller that relate to such Mortgage Loans and a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or any related Serviced Companion Loans, provided that any document, record or item referred to above in clause (i) of this sentence that constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; and provided, further, that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions of this Section 2.02(d) shall not apply to the Outside Serviced Trust Loans. In addition, attached as Exhibit P to this Agreement is the Supplemental Servicer Schedule.
 
(e)           In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed original counterpart of each Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the Closing Date.
 
(f)           The Custodian with respect to the Serviced Loan Combination, shall also hold the related Mortgage File for the use and benefit of the Serviced Companion Loan Holders.
 
 
-121-
 
 
(g)           The parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Trust Loans, that the Trust assumes the obligations and rights of the holder of each Outside Serviced Trust Loan under the respective Co-Lender Agreement and/or Other Pooling and Servicing Agreement.
 
(h)           It is not intended that this Agreement create a partnership or a joint-stock association.
 
Section 2.02     Acceptance by the Trustee, the Custodian and the Certificate Administrator.
 
(a)           The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and such other assets, together with any other 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 and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the Custodian shall also hold the portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination in trust for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such 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 Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.
 
(b)           On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of the respective Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Loan Combination, to the related Serviced Companion Loan Holder) that, as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification, which exception report shall also be available in electronic format
 
 
-122-
 
 
(including Excel-compatible format) upon request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Trust Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession because it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside Serviced Trust Loans, with respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” because the original of such document will not be in the Custodian’s possession since it will have been delivered to the Outside Trustee in accordance with the applicable Other Pooling and Servicing Agreement, the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable certification to any party hereto, the Serviced Companion Loan Holder and any Underwriter and any Initial Purchaser on request.
 
(c)           It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the 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, none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator 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.
 
(d)           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 (1), (2), (3), (4) (other than with respect to an Outside Serviced Trust Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” have
 
 
-123-
 
 
been received, appear regular on their face and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.
 
(e)           If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master Servicer (if it constitutes part of the Servicing File).
 
Section 2.03     Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties.
 
(a)           If (i) any party hereto (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”), then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan (or any related REO Property) or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Special Servicer shall determine, with respect to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Document Defect or Material Breach, then the Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event). Promptly upon becoming aware of any Material Document Defect or Material Breach, the Special Servicer shall require the applicable Mortgage Loan Seller (and, in the case of the Mortgage Loans sold to the Depositor by FCRE, with simultaneous notice to and demand on FMC, as guarantor of certain of FCRE’s obligations under the FCRE Loan Purchase Agreement, pursuant to the FMC Guaranty) not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s discovery or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage
 
 
-124-
 
 
Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material Document Defect or Material Breach, provided that, if it is not the discovering party, the applicable Mortgage Loan Seller receives notice thereof in a timely manner), to cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either to (before the end of such 90-day period) (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Trust Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Loan Purchase Agreement and this Agreement; provided, however, that if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Document Defect or Material Breach is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and substitution obligations in respect of such Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of
 
 
-125-
 
 
the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt.
 
If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (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 Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller 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 Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only those Mortgage Loans as to which a Material Document Defect or 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(a) (i) will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code); and
 
(B)         each of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected Loans and not the Other Crossed Loans:
 
(1)      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 lesser 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 to the Prospectus Supplement and (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;
 
 
-126-
 
 
(2)      the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) 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 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
 
(3)      either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with the related Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.
 
The determination of the Master Servicer or the Special Servicer, as applicable, as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan Seller. The Master Servicer or the Special Servicer, as applicable, will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to be delivered, to the Master Servicer or the Special Servicer, as applicable, an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan Seller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, prior to the occurrence and continuance of a CCR Control Termination Event, the Controlling 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 second preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related 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 Loan Documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with the related Loan
 
 
-127-
 
 
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 Mortgage Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related Loan Documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the related 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 Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the Loan Documents that complies with the applicable Loan Purchase Agreement to remove the threat of impairment of the ability of the Mortgage Loan Seller 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 or Special Servicer, as applicable, or any of its agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the first, second and third preceding paragraphs, 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 Affected Loan(s) to be repurchased or replaced. Neither the Master Servicer nor the Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification of the Loan Documents described above cannot be effected for any reason beyond the control of the Master Servicer or the Special Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with the Servicing Standard.
 
If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a CCR Consultation Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the Special Servicer receives a Repurchase Communication that any Mortgage Loan that was 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 the Special Servicer shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the Depositor, the applicable Mortgage Loan Seller (unless it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected such Repurchase Request), and the Certificate Administrator (unless it is the party that notified the Special Servicer thereof).
 
 
-128-
 
 
Each notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.
 
If the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative, and include the following statement in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of the Pooling and Servicing Agreement relating to the Citigroup Commercial Mortgage Trust 2015-GC29 Commercial Mortgage Pass Through Certificates, Series 2015-GC29, requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.
 
No Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.
 
 
-129-
 
 
On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement and the FMC Guaranty, which the Master Servicer shall provide to each Sub-Servicer.
 
(b)           Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in accordance with this Agreement and the applicable Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.
 
(c)           In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to an Outside Serviced Trust Loan) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors.
 
(d)           The related Loan Purchase Agreement and, if applicable, the FMC Guaranty provide the sole remedies available to the Certificateholders, or the Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document
 
 
-130-
 
 
Defect or Breach with respect to any Mortgage Loan. For purposes of this Agreement, the purchase or replacement by FMC pursuant to the FMC Guaranty of any Mortgage Loan for which FCRE is the related Mortgage Loan Seller shall be deemed a purchase or replacement by FCRE.
 
(e)           The parties to this Agreement acknowledge, with respect to each Outside Serviced Trust Loan, that the related Loan Purchase Agreement provides that if a “material document defect” (as such term or any analogous term is defined in the related Other Pooling and Servicing Agreement) exists under the related Other Pooling and Servicing Agreement with respect to the related Outside Serviced Companion Loan included in the securitization trust created under the related Other Pooling and Servicing Agreement, and such Outside Serviced Companion Loan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing entity) from the securitization trust created under such Other Pooling and Servicing Agreement as a result of such “material document defect” (as such term or any analogous term is defined in such Other Pooling and Servicing Agreement), then the related Mortgage Loan Seller will be required to repurchase such Outside Serviced Trust Loan; provided, however, that such repurchase obligation does not apply to any “material document defect” (as such term or any analogous term is defined in the related Other Pooling and Servicing Agreement) related to the promissory note for such Outside Serviced Companion Loan.
 
Section 2.04     Representations and Warranties of the Depositor.
 
(a)           The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:
 
(i)            The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
 
(ii)           Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
 
 
-131-
 
 
or at law) and, as to any rights of indemnification hereunder, by considerations of public policy;
 
(iii)          Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement;
 
(iv)          There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement;
 
(v)           The Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future creditors;
 
(vi)          No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;
 
(vii)         Immediately prior to the transfer of the 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 Mortgage Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related Loan Purchase Agreement;
 
(viii)        The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to any Person other than the Trustee; and
 
(ix)          The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.
 
 
-132-
 
 
(b)           The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
Section 2.05     Representations, Warranties and Covenants of the Master Servicer.
 
(a)           The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:
 
(i)            The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;
 
(ii)           The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, 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 that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;
 
(iii)          The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity,
 
 
-133-
 
 
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 this Agreement and its performance and compliance with the terms of this Agreement do 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 or the financial condition of the Master Servicer;
 
(vi)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;
 
(vii)         Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and
 
(viii)        No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement.
 
(b)           The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced
 
 
-134-
 
 
Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
Section 2.06     Representations, Warranties and Covenants of the Special Servicer.
 
(a)           The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:
 
(i)            The Special Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;
 
(ii)           The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, 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 that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;
 
(iii)          The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (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 this Agreement and its performance and compliance with the terms of this Agreement do 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
 
 
-135-
 
 
authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;
 
(vi)          No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;
 
(vii)         Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and
 
(viii)        No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement.
 
(b)           The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
Section 2.07     Representations and Warranties of the Trustee.
 
(a)           The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master
 
 
-136-
 
 
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:
 
(i)            The Trustee is a New York banking corporation, duly organized, validly existing and in good standing under the laws of the State of New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;
 
(ii)           the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets;
 
(iii)          except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
 
(iv)          this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, (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 the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;
 
(vi)          no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and
 
 
-137-
 
 
(vii)         no litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.
 
(b)           The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
Section 2.08     Representations and Warranties of the Certificate Administrator.
 
(a)           The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Trustee, as of the Closing Date, that:
 
(i)            The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;
 
(ii)           the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets;
 
(iii)          the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
 
(iv)          this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
 
 
-138-
 
 
affecting the rights of creditors generally (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 the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;
 
(vi)          no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and
 
(vii)         no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.
 
(b)           The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
Section 2.09     Representations, Warranties and Covenants of the Operating Advisor.
 
(a)           The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:
 
 
-139-
 
 
(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;
 
(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;
 
(iii)          The Operating Advisor 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 Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, (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 Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do 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 Operating Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform its obligations under this Agreement;
 
(vi)          No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement; and
 
(vii)         No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Operating Advisor of the transactions contemplated by this
 
 
-140-
 
 
Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.
 
(b)           The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.
 
Section 2.10     Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.
 
(a)           The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Holders of the Regular Certificates and the holder(s) of the Class PEZ Regular Interests, in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class PEZ Regular Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Excess Interest Certificates in exchange for the Excess Interest.
 
 
-141-
 
 
(b)           The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Class PEZ Regular Interests to the Trustee for the benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests and (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate Administrator shall execute and cause the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the Class PEZ Regular Interests, the Exchangeable Certificates in authorized Denominations.
 
Section 2.11     Miscellaneous REMIC and Grantor Trust Provisions.
 
(a)            The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).
 
(b)           The Regular Certificates and the Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).
 
(c)           The Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests is the Rated Final Distribution Date.
 
(d)           None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.
 
(e)           Each Class of the Grantor Trust Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting of, respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, and the Excess Interest Grantor Trust Assets, each of which portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.
 
 
-142-
 
ARTICLE III
 
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
 
Section 3.01     Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Trust Loans.
 
(a)           The Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Outside Serviced Trust Loans, which will be serviced, together with the related Outside Serviced Companion Loans, pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole as if such Certificateholders and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan), subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced Loan Combinations, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan), subject to the terms and conditions of the related Co-Lender Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to the Outside Serviced Trust Loans, to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or
 
 
-143-
 
 
defeasance of the Mortgage Loan or Serviced Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loan (and related Serviced Companion Loan) or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Trust Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan, or Serviced Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Outside Serviced Trust Loans), the Serviced Companion Loans and each related REO Property in accordance with applicable law and the terms thereof and hereof and the terms of any applicable Co-Lender Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them thereby.
 
Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-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, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.
 
(b)           Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise
 
 
-144-
 
 
provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or, upon an event of default under the related Serviced Loan, to prepay the Serviced Loan.
 
(c)           The Master Servicer may enter into Sub-Servicing Agreements with third parties (including a party that has previously been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement; (vi) any assignment of such Sub-Servicing Agreement (other than an assignment to the Master Servicer) shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed); and (vii) any amendment or modification of such Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed) if the Master Servicer determines that, as a result of such amendment or modification, the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement (and any assignment thereof) to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements; provided that, if and to the extent Midland Loan Services, a Division of PNC Bank, National Association is terminated as Special Servicer by the Controlling
 
 
-145-
 
 
Class Representative without cause (i.e., not as a result of a Servicer Termination Event) and Midland Loan Services, a Division of PNC Bank, National Association otherwise satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement, Midland Loan Services, a Division of PNC Bank, National Association may be appointed as a sub-special servicer of a successor Special Servicer appointed by the Controlling Class Representative.
 
Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.
 
(d)           If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable.
 
In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable.
 
(e)           The parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Serviced Companion Loan Holder under the related Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Serviced Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Serviced Loan Combination to the Trust, as holder of the
 
 
-146-
 
 
related Mortgage Loan, and to the related Serviced Companion Loan Holder; (iii) any consultation, consent and Special Servicer appointment rights of the related Serviced Companion Loan Holder or its Companion Loan Holder Representative; (iv) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination; and (v) any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any other related Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the Master Servicer (if such Serviced Loan Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan Combination has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), or the master servicer or special servicer for the related Other Securitization Trust on its behalf, all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced Pari Passu Loan Combination, the terms of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan Combination.
 
(f)            Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Loan Combination is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not intend to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master Servicer shall deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) copies of all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.
 
(g)           Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with
 
 
-147-
 
 
respect to each Outside Serviced Trust Loan and each Outside Serviced Companion Loan related to the Outside Serviced Trust Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the related Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender Agreement. The Master Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the rights by the Trustee (as holder of the Outside Serviced Trust Loans) under each related Co-Lender Agreement and each applicable Other Pooling and Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to, delivering appropriate requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage Files to the related Outside Servicer or related Outside Special Servicer under the applicable Other Pooling and Servicing Agreement.
 
To the extent that the Trust, as holder of an Outside Serviced Trust Loan for the benefit of the Certificateholders, is entitled to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Trust Loan or (ii) exercise any consultation rights with respect to “Major Decisions” or “Material Actions” (as defined in the applicable Other Pooling and Servicing Agreement) in connection with such Outside Serviced Trust Loan or any related REO Property, then the following parties (to the extent notified by the appropriate party to the applicable Other Pooling and Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights) shall actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take such actions as are reasonably necessary to allow the following parties to exercise such consent, approval or consultation rights: (i) the Controlling Class Representative (if no CCR Control Termination Event has occurred and is continuing); and (ii) the Operating Advisor (if a CCR Control Termination Event has occurred and is continuing).
 
In addition to such consent, approval or consultation rights, the Controlling Class Representative (if no CCR Control Termination Event has occurred and is continuing) and the Operating Advisor (if a CCR Control Termination Event has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced Trust Loan for the benefit of the Certificateholders, will have the right (exercisable in its sole discretion), to the extent provided in the related Co-Lender Agreement and/or the applicable Other Pooling and Servicing Agreement, to attend (in-person or telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Outside Serviced Loan Combination. For the avoidance of doubt, the foregoing provisions of this paragraph shall not impose any affirmative duties on the Operating Advisor with respect to the Outside Serviced Loan Combinations.
 
 
-148-
 
 
None of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable Other Pooling and Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Trust Loans or a Companion Loan related to an Outside Serviced Trust Loan. The obligation of the Master Servicer and the Special Servicer to provide information to the Trustee or any other Person with respect to the Outside Serviced Trust Loans and any Outside Serviced Companion Loan related to an Outside Serviced Trust Loan is dependent on their receipt of the corresponding information from the related Outside Servicer or the related Outside Special Servicer, as applicable.
 
(h)           The parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced Trust Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable Other Pooling and Servicing Agreement, and (ii) in the event that the applicable Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Other Pooling and Servicing Agreement and the related Outside Serviced Trust Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable provisions of the applicable Other Pooling and Servicing Agreement as if such agreement was still in full force and effect with respect to the related Outside Serviced Loan Combination, until such time as a new servicing agreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding and any other requirements applicable to the related Outside Serviced Trust Loan.
 
(i)            The parties hereto acknowledge that each Outside Serviced Trust Loan is subject to the terms and conditions of the related Co-Lender Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights and obligations of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with respect to the allocation of collections and losses on or in respect of the related Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance with the related Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender Agreement, each Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s) are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable Other Pooling and Servicing Agreement, and that payments allocated to each Outside Serviced Trust Loan and the related Outside Serviced Companion Loans pursuant to the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement are to be made by related Outside Servicer. Although each Outside Serviced Trust Loan is not serviced and administered hereunder, the Master Servicer and the Special Servicer hereunder for each such Outside Serviced Trust Loan
 
 
-149-
 
 
shall have certain duties as set forth herein and shall constitute the “Master Servicer” and “Special Servicer” hereunder with respect to each such Outside Serviced Trust Loan.
 
If there are at any time amounts due from the Trust, as holder of an Outside Serviced Trust Loan, to any party under the related Co-Lender Agreement or the applicable Other Pooling and Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the applicable Other Pooling and Servicing Agreement related to an Outside Serviced Trust Loan requests the Master Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian to consent to a modification, waiver or amendment of, or other loan-level action related to, such Outside Serviced Trust Loan (except a modification, waiver or amendment of the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement which shall not be subject to the operation of this sentence but shall instead be subject to the operation of the second succeeding sentence), then the Master Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian, as applicable, shall promptly deliver a copy of such request to the Controlling Class Representative (if no CCR Control Termination Event has occurred and is continuing) or the Operating Advisor (if a CCR Control Termination Event has occurred and is continuing), and the Controlling Class Representative or the Operating Advisor (as applicable) shall exercise such right of consent; provided, however, that, if such Outside Serviced Trust Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Controlling Class Representative or the Operating Advisor (as applicable) shall not exercise such right of consent without first having obtained such Rating Agency Confirmation (payable at the expense of the party making such request for consent or approval to the Master Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian, if applicable, if a Certificateholder or a party to this Agreement, and otherwise from the Collection Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives actual notice of a termination event under the applicable Other Pooling and Servicing Agreement, then the Trustee, Certificate Administrator or Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with the instructions of (prior to the occurrence of a CCR Control Termination Event) the Controlling Class Representative in accordance with the applicable Other Pooling and Servicing Agreement with respect to such termination event (provided that the Master Servicer shall only be required to comply with such instructions if such instructions are in accordance with the applicable Other Pooling and Servicing Agreement and not inconsistent with this Agreement); provided that, 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 applicable Other Pooling and Servicing Agreement) or if a CCR Control Termination Event exists or if the Master Servicer is not permitted by the applicable Other Pooling and Servicing Agreement to follow such instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Other Pooling and Servicing Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded under the applicable Other Pooling and Servicing Agreement. If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator receives such request, such party shall promptly forward such request to the Trustee) from any party to the applicable Other Pooling and Servicing Agreement for consent to or approval of a modification, waiver or amendment of the applicable Other Pooling
 
 
-150-
 
 
and Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable Other Pooling and Servicing Agreement in effect as of the Closing Date or a change in servicer under the applicable Other Pooling and Servicing Agreement, then the Trustee is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency Confirmation from each Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee, if a Certificateholder or a party to this Agreement, and otherwise from the Collection Account) with respect to such consent or approval, and (b) unless a CCR Control Termination Event has occurred and is continuing, the Trustee shall have obtained the consent of the Controlling Class Representative. During the continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer under the applicable Other Pooling and Servicing Agreement, each of the Trustee, the Certificate Administrator, 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); provided that, at the direction of the Holders of Certificates evidencing at least 25% of the aggregate of all Voting Rights, the Trustee shall make a request to the related Outside Trustee for the termination of the related Outside Servicer or Outside Special Servicer, as applicable, pursuant to the terms of the applicable Other Pooling and Servicing Agreement or if applicable pursuant to the terms of the applicable Other Pooling and Servicing Agreement with respect to a termination event involving the related Outside Servicer, the appointment of a new sub-servicer with respect to the related Outside Serviced Loan Combination. The reasonable costs and expenses incurred by the Master Servicer, Special Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer out of the Collection Account. The Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer (each, a “Notifying Party”) shall each promptly forward all material notices or other communications delivered to it in connection with the applicable Other Pooling and Servicing Agreement to each other Notifying Party (unless a Notifying Party has actual knowledge that such other Notifying Party (i) was copied on such original notice or communication or (ii) actually received such notice or communication), the Operating Advisor (if a CCR Control Termination Event exists), the Controlling Class Representative (if a CCR Control Termination Event does not exist) and the Depositor and, if such notice or communication is in the nature of a notice or communication that would be required to be delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13) if the related Outside Serviced Trust Loan were a Mortgage Loan that is serviced and administered under this Agreement, 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 11.13). Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling Class Representative and the Certificateholders with respect to any Outside Serviced Trust Loan shall be dependent on its receipt of the corresponding information and collections from the related Outside Servicer or the related Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the Controlling Class Representative or the Operating Advisor, as applicable, to facilitate the exercise by the
 
 
-151-
 
 
Controlling Class Representative or the Operating Advisor, as applicable, of any consent, approval or consultation rights set forth in this Section 3.01; provided, however, the Trustee, the Certificate Administrator, the Master Servicer and Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative or the Operating Advisor.
 
(j)           With respect to each Outside Serviced Trust Loan, the parties to this Agreement agree as follows:
 
(i)           pursuant to the applicable Other Pooling and Servicing Agreement, the related Outside Servicer is obligated to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) with respect to such Outside Serviced Trust Loan; the Trust shall be responsible for its pro rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration of such Outside Serviced Trust Loan, including without limitation, any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) relating to such Outside Serviced Trust Loan; and in the event that the funds received with respect to the related Outside Serviced Loan Combination are insufficient to cover “Servicing Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) relating to the servicing and administration of the related Outside Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer, who shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement), and (ii) if the applicable Other Pooling and Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside
 
 
-152-
 
 
Securitization Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;
 
(ii)           With respect to each Outside Serviced Trust Loan, each of (i) (as and to the same extent the related Outside Securitization Trust is required to indemnify each of the following parties in respect of other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the applicable Other Pooling and Servicing Agreement) the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related Outside Trustee, the related Outside Operating Advisor and the related Other Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as “Indemnified Parties” in the applicable Other Pooling and Servicing Agreement in respect of other mortgages included in related Outside Securitization Trust) and (ii) the related Outside Securitization Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified Parties”) shall be indemnified against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of such Outside Serviced Trust Loan and the related Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred in connection with the provision of services for such Outside Serviced Trust Loan) under the applicable Other Pooling and Servicing Agreement (collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in the “Serviced Loan Combination Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement), as applicable, maintained pursuant to the applicable Other Pooling and Servicing Agreement that are allocated to the Outside Serviced Trust Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to be reimbursed by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share of the insufficiency;
 
 
-153-
 
 
(iii)         To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or REMIC Provisions; and
 
(iv)         each Outside Servicer, each Outside Special Servicer and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).
 
(k)          To the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.
 
(l)            In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable Laws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.
 
Section 3.02     Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loan in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loan. The Master Servicer shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.
 
 
-154-
 
 
Section 3.03     Collection of Certain Mortgage Loan Payments.
 
(a)           The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, shall use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called for under the terms and provisions of the Serviced Loans it is obligated to service hereunder (including Special Servicing Fees (in the case of the Special Servicer only), Workout Fees, Liquidation Fees (in the case of the Special Servicer only) and any other fees payable to the Master Servicer or the Special Servicer if and to the extent the related Loan Documents require the related Mortgagor to pay such fees), and shall follow the Servicing Standard with respect to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor is in compliance with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such ARD Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that, with respect to any ARD Mortgage Loan, the Master Servicer or 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 Loan Documents. For clarification, no obligation of the Master Servicer or the Special Servicer to use commercially reasonable efforts to collect fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or other proceeds in accordance with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect income statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Trust Loan) or Serviced Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loan as are permitted or required under Section 3.21 of this Agreement.
 
(b)           If there is any ARD Mortgage Loan included in the Trust Fund, and if the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess Interest was collected during the Prepayment Period for any Distribution Date, or receives notice from the related Mortgagor that the Master Servicer will be receiving Excess Interest during the Prepayment Period for any Distribution Date, then the Master Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of a clearly labeled item in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.
 
 
-155-
 
 
(c)            With respect to each Outside Serviced Trust Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside Operating Advisor (A) promptly following the Closing Date (and, in the case of the Eastmont Town Center Mortgage Loan and the 3 Columbus Circle Mortgage Loan, as applicable, promptly upon the Certificate Administrator’s receipt of notice of the Eastmont Town Center Controlling Note Securitization Date or the 3 Columbus Circle Controlling Note Securitization Date, as applicable), written notice in the form of Exhibit FF attached hereto stating that, as of the Closing Date (or the the Eastmont Town Center Controlling Note Securitization Date or the 3 Columbus Circle Controlling Note Securitization Date, as applicable ), the Trustee is the holder of such Outside Serviced Trust 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 Outside Serviced Trust Loan under the related Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent change in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement (together with the relevant contact information). The Master Servicer shall, within one (1) Business Day of receipt of properly identified funds, deposit into the Collection Account all amounts received with respect to each Outside Serviced Trust Loan, the Mortgaged Property related to each Outside Serviced Trust Loan or any related REO Property; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt of such amounts.
 
(d)           With respect to each Outside Serviced Trust Loan, if the Master Servicer does not receive from the related Outside Servicer any Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Trust Loan in accordance with the terms of the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide notice of such failure to the related Outside Servicer and the related Outside Trustee.
 
Section 3.04     Collection of Taxes, Assessments and Similar Items; Escrow Accounts.
 
(a)           With respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the payment of such items
 
 
-156-
 
 
(including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Trust Loan) has failed to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to a Mortgage Loan (other than an Outside Serviced Trust Loan) notwithstanding that the Master Servicer or the Special Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment (x) would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, or (y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)). If the Special Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
 
(b)           The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee for the
 
 
-157-
 
 
benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made by the Master Servicer only:
 
(i)            to effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of the related Mortgage Loan or Serviced Loan Combination, as applicable;
 
(ii)           to transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination, as applicable, which represent late collections of Escrow Payments thereunder;
 
(iii)          for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced Loan Combination, as applicable, and the Servicing Standard;
 
(iv)          to clear and terminate such Escrow Account upon the termination of this Agreement;
 
(v)           to pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Loan Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors pursuant to the related Loan Documents; and
 
(vi)          to remove any funds deposited in an Escrow Account that were not required to be deposited therein.
 
(c)           In the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.
 
(d)           To the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall report the then current status as a failure)
 
 
-158-
 
 
whether the related Mortgagor has failed to perform such obligations under the related Mortgage Loan or Serviced Loan Combination as of the date required under the related Mortgage Loan or Serviced Loan Combination and report any such failure to the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of an applicable Consultation Termination Event, the related Directing Holder within a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.
 
Section 3.05     Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account.
 
(a)           The Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest) will be assets of the Lower Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer to the Collection Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i) of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited in the Collection Account, within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation Proceeds received on or with respect to a Mortgage Loan related to a Serviced Loan Combination in connection with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and (y) without duplication, the following payments and collections received or made by it on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination):
 
(i)            all payments on account of principal on such Mortgage Loans, including the principal component of Unscheduled Payments;
 
(ii)           all payments on account of interest on such Mortgage Loans (including Excess Interest);
 
(iii)          all Yield Maintenance Charges on such Mortgage Loans;
 
(iv)         all amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;
 
(v)          all Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;
 
(vi)         any amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other
 
 
-159-
 
 
reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and
 
(vii)        any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;
 
provided, however, that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof).
 
The foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and defeasance fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees received with respect to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan into the Collection Account and shall instead apply such fees in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account number of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent change thereof.
 
Upon receipt of any of the amounts described in clauses (i) through (vii) of the last sentence of the second preceding paragraph with respect to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate
 
 
-160-
 
 
reason. 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, 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 other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination) shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in accordance with Section 3.16 of this Agreement.
 
(b)           The Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders. Each of the Distribution Accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each Distribution Date, on or before such Distribution Date, the Certificate Administrator shall be deemed to make or shall make the withdrawals from the Lower-Tier Distribution Account, as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, as set forth in Section 4.01 hereof, and shall cause the amount of Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of the Certificates, pursuant to Section 4.01 hereof on such date.
 
(c)           The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf of the Trustee for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator and other accounts of the Certificate Administrator.
 
Upon the disposition of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses, as determined by the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be distributed to the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.
 
(d)           The Certificate Administrator shall establish and maintain the Exchangeable Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account shall be non-interest bearing and shall be established and maintained as an
 
 
-161-
 
 
Eligible Account or as a sub-account of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the Exchangeable Distribution Account in accordance with Article IV of this Agreement.
 
(e)           Prior to the Master Servicer Remittance Date immediately following the end of the first Prepayment Period during which Excess Interest is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates (if applicable). The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received during the applicable Prepayment Period.
 
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(m) of this Agreement.
 
Following the distribution of Excess Interest to the Holders of the Excess Interest Certificates on the first Distribution Date after which there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution Account.
 
(f)           Notwithstanding anything to the contrary herein, each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible Account; provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals under this Agreement.
 
Section 3.05A.     Loan Combination Custodial Account.
 
(a)           The Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate accounts, which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination Custodial Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Serviced Companion Loan Holder, as their interests may appear; provided that a Loan Combination Custodial Account may be a sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial Account, within one Business Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited
 
 
-162-
 
 
under this Agreement), the following payments and collections received or made by it on or with respect to the related Serviced Loan Combination:
 
(i)           all payments on account of principal on the related Serviced Loan Combination, including the principal component of Unscheduled Payments;
 
(ii)           all payments on account of interest on the related Serviced Loan Combination;
 
(iii)          all Yield Maintenance Charges on the related Serviced Loan Combination;
 
(iv)         any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such Loan Combination Custodial Account;
 
(v)          all amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such Loan Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related REO Account pursuant to Section 3.16(b) of this Agreement;
 
(vi)         all Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination (other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);
 
(vii)        any amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and
 
(viii)       any other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;
 
provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof)
 
(b)           The foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and defeasance fees need not be deposited in such Loan Combination Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees,
 
 
-163-
 
 
Assumption Fees, assumption application fees and/or defeasance fees received with respect to the Serviced Loan Combinations in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the related Serviced Companion Loan Holders and the Special Servicer of the location and account number of each Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer.
 
(c)           Upon receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with respect to a Serviced Loan Combination, 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 Loan Combination Custodial Account in accordance with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. 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, 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 other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Serviced Loan Combination shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17 of this Agreement.
 
Section 3.06     Permitted Withdrawals From the Collection Account.
 
(a)           The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting an order of priority for such
 
 
-164-
 
 
withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:
 
(i)            to remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e), 3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;
 
(ii)           to pay or reimburse the Master Servicer or the Trustee, (A) for Advances made thereby with respect to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts) and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance was made, if applicable (provided that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection Account), (B) for Advances made thereby with respect to Mortgage Loans that are part of a Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14 of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Loan Combination or REO Property after a Final Recovery Determination to the extent not recovered from the related Loan Combination Custodial Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement Amounts and Advance
 
 
-165-
 
 
Interest Amounts thereon, first, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination by the Master Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO Property that relates to a Serviced Loan Combination, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));
 
(iii)          to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest Accrual Period or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received on the related Mortgage Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement any interest or investment income earned on funds deposited in the Collection Account and, in the case of the Special Servicing Fee, from general collections; provided, however, that in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced Loan Combination, (A) Servicing Fees may be paid out of the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan or REO Property, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event” and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation has not been paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement;
 
(iv)         in accordance with Section 2.03 of this Agreement, to reimburse the Trustee or the Special Servicer, out of general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Trust Loans) for any unreimbursed expense reasonably incurred by the Trustee or the Special Servicer in connection with the enforcement of a Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan Purchase Agreement, together with interest thereon at the Advance Rate, but only to the extent that such expenses are not otherwise reimbursable;
 
(v)          to pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e) of
 
 
-166-
 
 
this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (v));
 
(vi)          to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer, the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor Fees and, with respect to the Outside Serviced Trust Loans, deposited into the Collection Account pursuant to Section 3.03(c)), unpaid CREFC® Intellectual Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07 of this Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Loan Combination and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (vi), and provided, further, that Special Servicing Compensation with respect to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from the Collection Account pursuant to this clause (vi));
 
(vii)         to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;
 
(viii)        to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are contemplated by Section 3.14 of this Agreement;
 
(ix)          to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or
 
 
-167-
 
 
(x)           to clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.
 
If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination that represents the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan), the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall use efforts consistent with the Servicing Standard to collect such amounts out of collections on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.
 
The Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement of amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Other Pooling and Servicing Agreement by the holder of each Outside Serviced Trust Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.
 
The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account pursuant to subclauses (i)-(ix) of the second preceding paragraph.
 
The Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee or the Certificate Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan basis.
 
With respect to each Outside Serviced Trust Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i), the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, from
 
 
-168-
 
 
the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, on the first Business Day following the immediately preceding Determination Date, describing the item and amount to which the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein.
 
The Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, CREFC®, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees, CREFC® Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).
 
(b)           The Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy number (913) 253-9001 (or such alternative number provided by the Master Servicer to the Certificate Administrator in writing) and by electronic mail at NoticeAdmin@midlandls.com (or such alternative email address provided by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day; provided, however, that the Master Servicer will pay the Certificate Administrator interest on such late payment at the Prime Rate until such late payment is received by the Certificate Administrator.
 
 
-169-
 
 
Section 3.06A.     Permitted Withdrawals From the Loan Combination Custodial Account.
 
(a)           The Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as described below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:
 
(i)           (A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement Amount, and (B) on the Business Day immediately following the Determination Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount;
 
(ii)          to pay or reimburse the Master Servicer or the Trustee, for Advances made thereby with respect to such Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan Combination or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither
 
 
-170-
 
 
such Advance nor any related Advance Interest Amounts shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of Advances or any related Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement;
 
(iii)         to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Loan Combination (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) any interest or investment income earned on funds deposited in such Loan Combination Custodial Account and (B) to the Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Loan Combination; provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation earned with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder);
 
(iv)         to pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO Property pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;
 
(v)          to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of
 
 
-171-
 
 
Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a), Section 6.03, Section 7.04, the last sentence of Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan Combination and not related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however, that no payment or reimbursement to the Operating Advisor, the Trustee or the Certificate Administrator or payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments or reimbursements shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no payment or reimbursement of costs and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage Loan);
 
(vi)         to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;
 
(vii)        to withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;
 
(viii)       if the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or
 
(ix)          to clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.
 
The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) - (ix) above. If and to the extent that the Master Servicer has reimbursed or made
 
 
-172-
 
 
payment to itself or any other Person pursuant to any clause of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that the Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.
 
The Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable, from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose of justifying any request for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan basis.
 
The Trustee, the Depositor, the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from funds on deposit in a Loan Combination Custodial Account.
 
 
-173-
 
 
After the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement Amount; and on the Business Day immediately following the Determination Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion Loan Holder all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account on such Master Servicer Remittance Date.
 
Section 3.07     Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.
 
(a)           The Master Servicer, or with respect to any REO Account, the Special Servicer, may direct any depository institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject to the second succeeding sentence), or any REO Account (each of the Collection Account, any Loan Combination Custodial Account, any REO Account and any Mortgagor Account, for purposes of this Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Reserve Account, Escrow Account or Lock-Box Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is required to do so under the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related documents, provided that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Certificate Administrator (on behalf of the Trustee for the benefit of the Certificateholders) or in the name
 
 
-174-
 
 
of a nominee of the Certificate Administrator. The Certificate Administrator shall have sole control (except with respect to investment direction which shall be in the control of the Master Servicer (or the Special Servicer, with respect to any REO Accounts) as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Certificate Administrator or its agent (which shall initially be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such investment to the Certificate Administrator or its nominee. The Certificate Administrator shall have no responsibility or liability with respect to the investment directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master Servicer, any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer in the case of REO Accounts), shall: (x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer in the case of REO Accounts) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts on deposit in each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (each, a “Certificate Administrator Account”) shall remain uninvested.
 
(b)           All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account, which shall be for the benefit of the Special Servicer, and if held in the Collection Account, a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable. The Master Servicer (or with respect to any REO Account, the Special Servicer) shall deposit from its own funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising its power under the related Loan Documents to direct such investment in such Mortgagor Account); provided, however, that the Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Loan Combination) or applicable law.
 
 
-175-
 
 
Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their respective capacities as Master Servicer and Special Servicer, respectively) shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in the definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the insolvency.
 
(c)           Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.
 
Section 3.08     Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.
 
(a)           The Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Trust Loan) and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced Companion Loan or such greater amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the related Serviced Companion Loan. Subject to Section 3.16 of this Agreement, the Special Servicer in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property (other than an REO Property related to an Outside Serviced Trust Loan) no less insurance coverage than was
 
 
-176-
 
 
previously required of the Mortgagor under the related Loan Documents (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default); provided that to the extent the Loan Documents require the related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”, the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or the Loan Combination Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section 3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than an REO Property and other than with respect to an Outside Serviced Trust Loan) is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion Loan and (ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Loan Combination and as is available for the related property under the national flood insurance program (assuming that the area in which such property is located is participating in such program). If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced Loan Combination or, if not specified, in-place at origination. If an REO Property (other than an REO Property related to the Outside
 
 
-177-
 
 
Serviced Trust Loan) (i) is located in a federally designated special flood hazard area or (ii) is related to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard and such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in maintaining insurance policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to REO Properties) agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Serviced Companion Loan Holders, claims under each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if the originator of the Serviced Mortgage Loan or Serviced Loan Combination waived compliance with such insurance requirements (and if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy on any Mortgaged Property, the applicable Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in making determinations as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance consultants in making such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation of coverage.
 
 
-178-
 
 
Notwithstanding the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.
 
(b)           (i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside Serviced Trust Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or, if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer” that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties (other than REO Properties acquired in respect of the Outside Serviced Trust Loan), as required under this Agreement, as the case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a) of this Agreement, and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or Serviced Loan Combination or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any related Serviced Companion Loan Holder, claims under any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.
 
(ii)          If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures an Outside Serviced Trust Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect of an Outside Serviced Trust Loan) to be covered by a master force placed insurance policy and such policy shall be issued by a Qualified Insurer and
 
 
-179-
 
 
provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan and/or related Serviced Companion Loan(s) related thereto, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.
 
(iii)         In either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.
 
(c)           The Master Servicer and the Special Servicer shall each maintain a fidelity bond in such form as is consistent with the Servicing Standard and in such amounts that are consistent with the Servicing Standard. The Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if one of its respective Affiliates 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 applicable. In addition, the Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations to service the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt rating or deposit account rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is not in any event less than “A3” as rated by Moody’s and “A-” as rated by Fitch, respectively, the Master Servicer or the Special Servicer may self-insure for the fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer for it to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained by the Master Servicer to comply with the
 
 
-180-
 
 
foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.
 
Section 3.09     Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.
 
(a)           Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such request, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.29; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing Serviced Loans, the Master Servicer and, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that,
 
 
-181-
 
 
notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself taking such an action, obtain the written consent of the related Directing Holder (unless an applicable Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents.
 
 
-182-
 
 
The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.
 
In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement.
 
Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).
 
To the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.
 
(b)           Nothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.
 
(c)           In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.
 
 
-183-
 
 
(d)           With respect to any Mortgage Loan (other than the Outside Serviced Trust Loans) or Serviced Loan Combination which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents:
 
(i)            In the event such Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the related Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by RAIT that are subject to defeasance, RAIT has transferred to a third party or has retained the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to RAIT or RAIT’s assignee in the case of the Mortgage Loans for which (1) CGMRC is the related Mortgage Loan Seller and (2) RAIT or its Affiliate is the applicable originator. Until such time as RAIT provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which (1) CGMRC is the related Mortgage Loan Seller and (2) RAIT or its Affiliate is the applicable originator shall be delivered to RAIT Funding, LLC, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104, Attention: Jamie Reyle, Senior Managing Director – Chief Legal Officer, fax number: (215) 405-2945, e-mail: jreyle@raitft.com, with a copy to RAIT Funding, LLC, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104, Attention: Scott Davidson, fax number: (215) 405-2945, e-mail: sdavidson@raitft.com.
 
(ii)          The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
 
 
-184-
 
 
other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer.
 
(iii)         The Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements of the related Loan Agreement or Mortgage.
 
(iv)         To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this Agreement for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.
 
(v)          If the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies).
 
(vi)         To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses.
 
(vii)        In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines
 
 
-185-
 
 
(provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Loan Documents).
 
(viii)       The Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of either Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code).
 
(ix)          In addition, the Master Servicer shall obtain the consent of the Special Servicer in connection with any defeasance transaction that involves any modification, waiver, consent or amendment of a Serviced Mortgage Loan or Serviced Loan Combination in connection with such defeasance transaction if such proposed modification, waiver, consent or amendment is with respect to (A) a waiver of a material Mortgage Loan event of default (which includes defaults relating to transfers of interest in the related Mortgagor or the existing collateral or material modifications of the existing collateral), (B) a modification of the type of defeasance collateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (C) a modification that would permit a principal prepayment instead of defeasance if the related Loan Documents do not otherwise permit such principal prepayment.
 
(e)           Notwithstanding any other provision of this Section 3.09, without any other approval or consent, the Master Servicer (for Performing Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose and may consent to subordination of the related Mortgage Loan or Serviced Loan Combination to such easement, right of way or similar agreement; provided that in each case, the Master Servicer or Special Servicer, as applicable, (i) shall have determined in accordance with the Servicing Standard that such easement, right of way or similar agreement will not materially and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (ii) shall have determined that such easement, right of way or similar agreement will not cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion of Counsel in making any such determination under clause (ii) above.
 
Section 3.10     Appraisal Reductions; Realization Upon Defaulted Loans.
 
(a)           Promptly upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal, the costs of which shall be advanced by, and reimbursable to, the Master Servicer as a
 
 
-186-
 
 
Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to any Serviced Loan for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be delivered by the Special Servicer, upon request, to each related Serviced Companion Loan Holder.
 
The Certificate Principal Amount of each Class of applicable Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a CCR Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); seventh, to the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-AB Certificates, based on their respective Certificate Principal Amounts (provided in each case that no Certificate Principal Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Subordinate Companion Loan Control Termination Event or a CCR Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis.
 
The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator shall promptly post notice of the determination of any such Appraisal Reduction Amount on the Certificate Administrator’s website.
 
Any Appraisal Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion Loan (up to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s), on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.
 
 
-187-
 
 
The Holders of Certificates representing the majority of the Certificate Principal Amount of any Class of Control Eligible Certificates whose Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that Class as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Serviced Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount.
 
An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a CCR Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class.
 
In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Serviced Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on such appraised value of the related Mortgaged Property or Mortgaged Properties.
 
Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by
 
 
-188-
 
 
the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website.
 
Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.
 
(b)           In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance unless the Master Servicer determines, in its good faith judgment exercised in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.
 
Subject to Section 3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator and (prior to the occurrence and continuance of an applicable Consultation Termination Event) the related Directing Holder.
 
In the event that title to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Trust Loan) is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its nominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests and on behalf of the holders of the Certificates and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall (except for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related
 
 
-189-
 
 
REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.
 
(c)           Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant to this Section 3.10 unless either:
 
(i)            such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or
 
(ii)           the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.
 
(d)           Notwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership or membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.
 
(e)           Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed in lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee, the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable, the related Serviced Companion Loan Holders, would be considered to hold title to, or be a mortgagee-in-possession of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person who regularly conducts environmental audits, that:
 
 
-190-
 
 
(i)           such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and
 
(ii)         there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan)) to take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation.
 
In the event that the environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.
 
In the event that the Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder, the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.
 
(f)           The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with respect to any Mortgage Loan (including that the environmental assessment identify any potential pollution conditions (as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance the cost of preparation of such environmental assessments unless the Master Servicer determines, in its good faith judgment, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance
 
 
-191-
 
 
Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided to the Certificateholder of any Regular Certificates and any related Serviced Companion Loan Holder upon written request to the Special Servicer.
 
(g)           If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan), to take such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan). The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.
 
(h)           The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate Administrator and, if affected, to any related Serviced Companion Loan Holder.
 
Section 3.11     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a
 
 
-192-
 
 
Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.
 
From time to time upon request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Certificate Administrator shall promptly cause the Custodian to release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.
 
Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.
 
If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement related to an Outside Serviced Trust Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Trust Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Trust Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Trust Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside 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.
 
 
-193-
 
Section 3.12     Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.
 
(a)           As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage Loan (including the Outside Serviced Trust Loan but excluding the Outside Serviced Companion Loans) and each Serviced Companion Loan and REO Companion Loan that is included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, (i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan agreed to by the Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement, (iii) 100% of any defeasance fee received in connection with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement, (iv) 100% of any Assumption Fees with respect to a Performing Serviced Loan consented to by the Master Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a Performing Serviced Loan consented to by the Special Servicer, (vi) the aggregate Prepayment Interest Excess (exclusive of any portion thereof attributable to an Outside Serviced Trust Loan), but only to the extent such amount is not required to be included in any Compensating Interest Payment, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05 of this Agreement, (vii) 100% of Ancillary Fees (other than fees for insufficient or returned checks) and assumption application fees actually received from Mortgagors on Performing Serviced Loans, (viii) 100% of Consent Fees with respect to a Performing Serviced Loan that did not require the approval of the Special Servicer, (ix) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to by the Special Servicer, (x) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan (other than an Outside Serviced Trust Loan) other than Excess Penalty Charges accrued during the period such Mortgage Loan is a Specially Serviced Loan, (xi) 100% of fees for insufficient or returned checks actually received from Mortgagors on all Serviced Loans, and (xii) in the case of any ARD Mortgage Loan, 100% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents unless the Special Servicer’s consent is required, then 50% of any such extension fee; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through (v) above as additional compensation with respect to a specific Mortgage Loan or Serviced Loan Combination, as applicable, with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced Loan Combination, as applicable, and (y) in the case
 
 
-194-
 
 
of expense items, that arose within the last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section 3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination Custodial Accounts and to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Loan Combination or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on funds in the Collection Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO Account shall be payable to the Special Servicer.
 
Midland Loan Services, a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association and the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the 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. Midland Loan Services, a Division of PNC Bank, National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating 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 and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding of such Excess Servicing Fee Right 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 Servicing Fees with respect to each related Mortgage
 
 
-195-
 
 
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 (1) Business Day following the payment of such 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 Operating Advisor, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.
 
Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all fees of any Sub-Servicers retained by it.
 
The Master Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.
 
(b)           As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.
 
(c)           As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan (including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the
 
 
-196-
 
 
related Loan Combination Custodial Account as set forth in Section 3.06(a) and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation, (i) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement, (ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement, (iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan, (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan consented to by the Special Servicer, (v) 100% of Ancillary Fees (other than fees for insufficient or returned checks) and assumption application fees actually received from Mortgagors on Specially Serviced Loans, (vi) 100% of Consent Fees with respect to a Specially Serviced Loan, (vii) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to by the Special Servicer, (viii) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan (other than an Outside Serviced Trust Loan) accrued during the period such Mortgage Loan is a Specially Serviced Loan, (ix) any interest or other income earned on deposits in the REO Accounts, and (x) in the case of any ARD Mortgage Loan, 50% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents, unless the Special Servicer’s consent is not required, then 0% of any such extension fee. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to the Outside Serviced Trust Loans.
 
Except as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.
 
The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Trust Loan. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced Loan Combination that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. In either case,
 
 
-197-
 
 
the successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Trust Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial Account, as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced Trust Loan or in connection with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation Fee and a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute a termination without cause.
 
If at any time a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the related Mortgagor.
 
The Special Servicer shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Trust Loan or any Outside Serviced Companion Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.
 
Notwithstanding anything herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Special Servicing Compensation with respect to such Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.
 
(d)           The Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are
 
 
-198-
 
 
“unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure, the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi) of this Agreement.
 
(e)           No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.
 
If the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond to such request or inquiry.
 
(f)            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, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period.
 
(g)           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 or rebates) from any Person (including, without limitation,
 
 
-199-
 
 
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Serviced Loan, 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 3.12; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside Special Servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement with respect to an Outside Serviced Trust Loan, or as master servicer or special servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan.
 
(h)           If the Eastmont Town Center Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the Eastmont Town Center Controlling Note Securitization Date, 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 Loan or REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Loan Combination during the period for which it acts as Special Servicer of such Serviced Loan Combination. With respect to the Eastmont Town Center Mortgage Loan, prior to the Eastmont Town Center Controlling Note Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If the Eastmont Town Center Mortgage Loan is still a Specially Serviced Mortgage Loan on the Eastmont Town Center Controlling Note Securitization Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation with respect to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related Outside Special Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination as Special Servicer with respect to the Eastmont Town Center Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside Special Servicer in connection with the servicing transition of the Eastmont Town Center Mortgage Loan on and after the Eastmont Town Center Controlling Note Securitization Date.
 
Section 3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount equal to the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans and Serviced Pari Passu Companion Loans (other than the Specially Serviced Loans and Defaulted Loans), other than Principal Prepayments received in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, during the most recently ended Prepayment Period, and (ii) the sum of (A) the aggregate Servicing Fees up to a maximum rate of 0.0025% per annum for the related Distribution Date with respect to each Serviced Mortgage Loan (and related REO Mortgage Loan) and Serviced Pari Passu Companion Loan (and related REO Companion Loan) for which such Servicing Fees are being paid in such Prepayment Period and (B) all Prepayment Interest Excesses received during the related Prepayment Period (and net investment earnings thereon); provided that the Master Servicer shall pay (without regard to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls otherwise described in clause (i) above incurred in connection with Principal Prepayments received in respect of the
 
 
-200-
 
 
Serviced Mortgage Loans during the most recently ended Prepayment Period to the extent such Prepayment Interest Shortfalls were the result of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for any Outside Serviced Trust Loan, Outside Serviced Companion Loan or Subordinate Companion Loan. Any Compensating Interest Payments made with respect to a Serviced Pari Passu Companion Loan will be paid to the related Companion Loan Holder.
 
Section 3.14     Application of Penalty Charges and Modification Fees.
 
(a)           On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan Combination) and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Trust Loan (to the extent allocable to such Outside Serviced Trust Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer by the related Outside Servicer) during the related Prepayment Period, as follows:
 
(i)            first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect to such Mortgage Loan or Serviced Loan Combination;
 
(ii)           second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances (and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer and/or the Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;
 
(iii)          third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination Custodial Account (and such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial Account as recoveries of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and
 
 
-201-
 
 
(iv)          fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer, as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this Agreement prior to the applications set forth in clauses (i) through (iii) above;
 
provided that, notwithstanding the foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and in the order set forth in the related Co-Lender Agreement.
 
(b)           In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer, as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees and Assumption Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any such report and shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.
 
Section 3.15     Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any CCR Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.
 
In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan
 
 
-202-
 
 
Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.
 
Upon the reasonable request of any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer.
 
In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege.
 
Each of the Master Servicer and the Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event) shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and the related Directing Holder agree to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.
 
 
-203-
 
 
The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.
 
After the occurrence and during the continuation of an applicable Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports and other information produced or otherwise available to the related Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this Agreement in electronic format.
 
The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity unless pursuant to a Privileged Information Exception.
 
Section 3.16     Title and Management of REO Properties.
 
(a)           In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Trust Loan) is acquired for the benefit of Certificateholders (or, with respect to a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and, if applicable, such Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability company established for that purpose) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as defined in Code Section 860F) of either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the Code for federal income tax purposes at any time that any Lower-Tier Regular Interests or Regular Certificates are outstanding. If the Special Servicer is granted (or is not denied) the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense
 
 
-204-
 
 
incurred by the Special Servicer in connection with its receiving the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.17 of this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and, if applicable, the related Serviced Companion Loan Holder, solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.
 
(b)           The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced Companion Loan Holder (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan)), and, in connection therewith, the Special Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income from foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders and, if applicable, the related Serviced Companion Loan Holder (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder, constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan)) than an alternative method of operation or rental of such REO Property that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject to any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
 
 
-205-
 
 
2015-GC29, [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED LOAN COMBINATION: and the related Serviced Companion Loan Holder, as their interests may appear], REO Account.” The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited in the REO Account within one (1) Business Day after receipt all revenues and proceeds received by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Property Protection Expenses with respect to such REO Property, including:
 
(i)            all insurance premiums due and payable in respect of any REO Property;
 
(ii)           all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;
 
(iii)         all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if applicable, the payments of any ground rents in respect of such REO Property; and
 
(iv)          any taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of this Agreement.
 
To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless the Master Servicer determines, in its good faith business judgment, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination Custodial Account, on a monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Prepayment Period, except that in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements
 
 
-206-
 
 
and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special Servicer shall not:
 
(i)            permit the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
 
(ii)           permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
 
(iii)          authorize or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within the meaning of Code Section 856(e)(4)(B); or
 
(iv)           Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund, unless such Person is an Independent Contractor;
 
unless, in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder, the Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.
 
The Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management of any REO Property other than through an Independent Contractor shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an expense of the Trust Fund), provided that:
 
(i)            the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be inconsistent herewith;
 
(ii)           any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the Special Servicer as soon as
 
 
-207-
 
 
practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;
 
(iii)          none of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect to the operation and management of any such REO Property; and
 
(iv)          the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.
 
The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.
 
(c)           When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.
 
(d)           Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside Serviced Trust Loan.
 
Section 3.17     Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Trust Loans.
 
(a)           The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced Trust Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.
 
(b)           Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any
 
 
-208-
 
 
related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative or any related Outside Controlling Note Holder, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved (in any event, prior to the occurrence and continuance of a CCR Consultation Termination Event or a related Outside Consultation Termination Event, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved), and the Operating Advisor (after the occurrence and during the continuance of a CCR Control Termination Event or a related Outside Control Termination Event, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved) of any inquiries or offers received regarding the sale of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth in the related Co-Lender Agreement.
 
(c)           The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Pari Passu Loan Combination), the Controlling Class Representative or the Outside Controlling Note Holder, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved (prior to the occurrence and continuance of a CCR Consultation Termination Event or a related Outside Consultation Termination Event, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved), and the Operating Advisor (after the occurrence and during the continuance of a CCR Control Termination Event or a related Outside Control Termination Event, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved) not less than five (5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.
 
(d)           Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In all cases under this Agreement, in determining whether any offer received from an Interested Person represents a fair price for any Defaulted Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an
 
 
-209-
 
 
Appraiser selected by (i) the Special Servicer if no Interested Person is offering with respect to a Defaulted Loan and (ii) the Trustee if an Interested Person is so offering. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Loan, any Appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall in all cases be deemed a fair price; provided, however, that with respect to Interested Parties, the requirements of the proviso to the first sentence of this Section 3.17(d) must be satisfied. Notwithstanding anything contained in this Section 3.17(d) to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price for the subject Defaulted Loan, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in mortgage loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Defaulted Loan. If the Trustee designates such a third party to make such determination, the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will be covered by, and will be reimbursable by the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
 
(e)           Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.
 
(f)            Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of a Subordinate Companion Loan Holder,
 
 
-210-
 
 
under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan Combination (or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section, the Special Servicer shall continue to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement and the Servicing Standard.
 
(g)           Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted Loan purchased under this Section 3.17 or any Outside Serviced Trust Loan sold in accordance with the related Co-Lender Agreement or Other Pooling and Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial Account, as applicable, and the Certificate Administrator, upon receipt of an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the purchaser of the Defaulted Loan the related Mortgage File, and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in such purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall deliver the related Servicing File (to the extent either has possession of such file) to such purchaser.
 
(h)           The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related to an Outside Serviced Trust Loan) only on the terms and subject to the conditions set forth in this Section 3.17.
 
(i)            The Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to an Outside Serviced Trust Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) within the time constraints imposed by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the related Loan Combination Custodial Account. The Special Servicer shall notify the Controlling Class Representative or the related Outside Controlling Note Holder, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved (prior to the occurrence and continuance of a CCR Consultation Termination Event or a related Outside Consultation Termination Event, as applicable depending on whether or not a Serviced Outside Controlled Pari Passu Loan Combination is involved), the Operating Advisor (after the occurrence and during the continuance of a CCR Control Termination Event or a related Outside Control Termination Event, as applicable depending on whether or not a Serviced Outside
 
 
-211-
 
 
Controlled Pari Passu Loan Combination is involved) and, in the case of a Serviced Pari Passu Loan Combination, the related Serviced Pari Passu Companion Loan Holder of any inquiries or offers received regarding the sale of any REO Property hereunder.
 
(j)            The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event with respect to the related Mortgage Loan) not less than three (3) Business Days’ prior written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.
 
(k)           Whether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser selected by the Special Servicer if no Interested Person is offering with respect to such REO Property and selected by the Trustee if an Interested Person is so offering. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such REO Property, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any such REO Property, any Appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the related Mortgage Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state of the local economy and the obligation to dispose of such REO Property within the time period specified in Section 3.16 of this Agreement. The Purchase Price for any such REO Property shall in all cases be deemed a fair price; provided, however, that with respect to Interested Parties, the requirements of the proviso to the first sentence of this Section 3.17(k) must be satisfied.
 
(l)            Subject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an
 
 
-212-
 
 
REO Property related to an Outside Serviced Trust Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the related Loan Combination Custodial Account. Any sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside Serviced Trust Loan) shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.
 
(m)          Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with the Controlling Class Representative (unless a CCR Consultation Termination Event exists or a Serviced Outside Controlled Pari Passu Loan Combination is involved) or the related Outside Controlling Note Holder (if a Serviced Outside Controlled Pari Passu Loan Combination is involved and a related Outside Consultation Termination Event does not exist)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Pari Passu Companion Loan Holder(s) constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).
 
Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for an REO Property (other than an REO Property related to an Outside Serviced Trust Loan) if the Special Servicer determines (in consultation with the related Directing Holder (unless an applicable Consultation Termination Event exists)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an
 
 
-213-
 
 
Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination, any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Serviced Subordinate Companion Loan)) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).
 
(n)           In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on the Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Trust Loan, or any Companion Loan or any Mortgage Loan.
 
(o)           Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Other Pooling and Servicing Agreement (which, if the identified party is the holder of an Outside Serviced Trust Loan, shall mean the Controlling Class Representative for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust, shall be entitled to purchase an Outside Serviced Trust Loan in accordance with the terms and conditions set forth in the related Co-Lender Agreement and Other Pooling and Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Trust Loan or the related Companion Loan(s) or any other Mortgage Loan.
 
(p)           Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with each such holders’ purchase rights.
 
(q)           With respect to any Serviced Pari Passu Loan Combination (other than a Serviced Outside Controlled Pari Passu Loan Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell each related Serviced Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement.
 
 
-214-
 
 
Notwithstanding anything to the contrary herein, the Special Servicer shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent of each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered to such related Serviced Pari Passu Companion Loan Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan Holder that are material to the price of the subject Serviced Pari Passu Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative and each related Serviced Pari Passu Companion Loan Holder will be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.
 
(r)            With respect to any Serviced Outside Controlled Pari Passu Loan Combination, the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Outside Controlled Pari Passu Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell the related Serviced Outside Controlled Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer shall not sell any Serviced Outside Controlled Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent of the Controlling Class Representative (unless a CCR Consultation Termination Event exists) and the related Outside Controlling Note Holder (provided that such consent is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered to the Controlling Class Representative and the related Outside Controlling Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Outside Controlled Pari Passu Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Outside Controlled Pari Passu Loan Combination, and any documents in the Servicing File reasonably requested by the Controlling Class Representative and the related Outside Controlling Note Holder that are
 
 
-215-
 
 
material to the price of the subject Serviced Outside Controlled Pari Passu Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative and the related Outside Controlling Note Holder may each waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative and the related Outside Controlling Note Holder shall be permitted to to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Serviced Outside Controlled Pari Passu Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.
 
With respect to each Serviced AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall be permitted to sell the related Serviced Subordinate Companion Loan together with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan as one whole loan in accordance with this Agreement and the related Co-Lender Agreement, provided that the Special Servicer has received prior written consent from the holder of such Serviced Subordinate Companion Loan.
 
(s)           With respect to any Outside Serviced Trust Loan upon becoming a “Defaulted Mortgage Loan” (as such term or any analogous term is defined pursuant to the terms of the applicable Other Pooling and Servicing Agreement), and with respect to any REO Property related to an Outside Serviced Trust Loan, the liquidation of such Outside Serviced Trust Loan or such REO Property shall be administered by the related Outside Special Servicer in accordance with the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement. Any such sale of an Outside Serviced Trust Loan or any related REO Property pursuant to the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder with respect to the purchase price for such Outside Serviced Trust Loan or such REO Property accepted on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.
 
Section 3.18     Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder.
 
(a)           The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance
 
 
-216-
 
 
of less than $2,000,000, in each case commencing in 2016; provided that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund.
 
(b)           The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Trust Loan) which is secured by the interest of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer.
 
(c)           The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with respect to the related Mortgaged Property and Serviced Companion Loan related thereto.
 
(d)           The Master Servicer is hereby authorized to exercise any rights granted under the applicable Other Pooling and Servicing Agreement in favor of the Trust (or a party on its behalf) as the holder of each Outside Serviced Trust Loan to obtain information from the related Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations. The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s possession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance would be “nonrecoverable.”
 
(e)           If required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing the related Serviced Companion Loan.
 
Section 3.19     Lock-Box Accounts, Escrow Accounts.
 
Except with respect to the Outside Serviced Trust Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with the related
 
 
-217-
 
 
Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents.
 
Notwithstanding the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.
 
Section 3.20     Property Advances.
 
(a)           Except with respect to an Outside Serviced Trust Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties under this Agreement or otherwise required pursuant to the terms hereof. The Special Servicer shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in the case of emergency advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Trust Loan). In addition, the Special Servicer shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information in its possession as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively rely on and shall be bound by such a determination and shall be bound by a determination by the Special Servicer that a Property Advance previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance. Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence
 
 
-218-
 
 
will not be construed to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability determinations as if such amounts were unreimbursed Property Advances.
 
For purposes of distributions to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.
 
(b)           The Master Servicer shall notify the Trustee and any related Serviced Companion Loan Holder in writing promptly upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 11.04 of this Agreement.
 
(c)           Neither the Master Servicer nor the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would, if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related subsequent master servicer and special servicer, if applicable), in the case of any Serviced Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the Controlling Class Representative (prior to the occurrence and continuance of a CCR Control Termination Event), (4) in the case of a Property Advance with respect to any Serviced Outside Controlled Pari Passu Loan Combination, the related Outside Controlling Note Holder (prior to the occurrence and continuance of a related Outside Consultation Termination Event), (5) the Master Servicer (unless it is the Person making the determination), (6) the Special Servicer (unless it is the Person making the determination),
 
 
-219-
 
 
and (7) the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with any other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material change in circumstances of which such Person is aware or such Person has received new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and that support such determination. In connection with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether a Property Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:
 
(A)         any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related 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;
 
(B)         any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value estimates or other information as reasonably may be required for such purposes;
 
(C)          the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may deliver to the Master Servicer, the Trustee, the Controlling Class Representative (prior to the occurrence and continuance of a CCR Consultation Termination Event) and, in the case of a Property Advance with respect to a Serviced Outside Controlled Pari Passu Loan Combination, the related Outside Controlling Note Holder (prior to the occurrence and continuance of a related Outside Consultation Termination Event) notice of such determination, which determination shall be conclusive and binding on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes or would constitute a Nonrecoverable Advance);
 
 
-220-
 
 
(D)         the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;
 
(E)         any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20 with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; and
 
(F)          notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by the Special Servicer that any Property Advance would be recoverable.
 
(d)           The Master Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.
 
(e)           Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Trust Loan), the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least five (5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days, provided that the written request sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have no obligation to make any Property Advance. The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction of the Special Servicer, together with interest thereon at the same time, in the same manner and to the same extent as the Master Servicer is entitled with respect to any other Advances made thereby.
 
 
-221-
 
 
Section 3.21     Appointment of Special Servicer; Asset Status Reports.
 
(a)           Midland Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other than the Outside Serviced Trust Loans) and each Serviced Loan Combination.
 
(b)           The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan or Serviced Loan Combination. Each Asset Status Report will be delivered in electronic format to the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Certificate Administrator, the related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider; provided, however, the Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if they are the same entity. Such Asset Status Report shall be consistent with the Servicing Standard and set forth the following information to the extent reasonably determinable:
 
(i)            summary of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;
 
(ii)           if a Servicing Transfer Event has occurred and is continuing:
 
(A)         a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;
 
(B)          the most current rent roll and income or operating statement available for the related Mortgaged Properties;
 
(C)          the Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise realized upon;
 
(D)          a copy of the last obtained Appraisal of the Mortgaged Property;
 
(E)          the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Loan Combination;
 
 
-222-
 
 
(F)          a description of any amendment, modification or waiver of a material term of any ground lease; and
 
(G)          if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination not to pursue a deficiency judgment against the related Mortgagor or guarantor;
 
(iii)         a description of any such proposed or taken actions;
 
(iv)         the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken actions;
 
(v)          the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;
 
(vi)         an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including the applicable Calculation Rate used) and all related assumptions; and
 
(vii)        such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.
 
For so long as an applicable Control Termination Event has not occurred and is not continuing, if within 10 Business Days of receiving an Asset Status Report, the related Directing Holder does not disapprove such Asset Status Report in writing, then such Directing Holder shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If, prior to the occurrence and continuance of any applicable Control Termination Event, the related Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt, the Special Servicer will revise such Asset Status Report and deliver to the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Certificate Administrator, any related Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval. Prior to the occurrence and continuance of any applicable Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above until the related Directing Holder shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report or until the Special
 
 
-223-
 
 
Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, and/or Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)). The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. In any event, for so long as an applicable Control Termination Event has not occurred and is not continuing, if the related Directing Holder does not approve an Asset Status Report within 60 Business Days from the first submission thereof, the Special Servicer shall take such action as directed by the related Directing Holder, provided such action does not violate the Servicing Standard. Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders and any related Serviced Companion Loan Holder(s), or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort, prior to the occurrence and continuance of an applicable Control Termination Event, to contact the related Directing Holder. The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.
 
After the occurrence and during the continuance of an applicable Control Termination Event, the Special Servicer shall consult on a non-binding basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes), as a collective whole as if such Certificateholders constituted a single lender. In addition, after the occurrence and during the continuance of an applicable Control Termination Event, but prior to the occurrence and continuance of an applicable Consultation Termination Event, the Special Servicer shall also consult on a non-binding basis with the related Directing Holder in connection with each related Asset Status Report prior to finalizing and executing such Asset Status Report and the related Directing Holder shall be permitted to propose alternative courses of action within 10 days of receipt of each Asset Status Report. Furthermore, at all times, with respect to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) shall be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any Asset Status Report; provided that, in the case of a Serviced Outside Controlled Pari Passu Loan Combination, a related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) may be the related Outside Controlling Note Holder. The Special Servicer shall consider any such proposals from (a) the Operating Advisor (b) the related Directing Holder or (c) with respect to any Serviced Companion Loan, the related Serviced
 
 
-224-
 
 
Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and determine whether any changes to its proposed Asset Status Report should be made, such determination being made in accordance with the Servicing Standard and the other terms of this Agreement. In the event that the Operating Advisor, the Controlling Class Representative, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), or the related Outside Controlling Note Holder, as applicable, does not propose alternative courses of action within 10 days after receipt of such Asset Status Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.
 
Notwithstanding anything to the contrary herein, after the occurrence and during the continuance of an applicable Consultation Termination Event, the related Directing Holder shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to any matter set forth therein. After the occurrence and during the continuance of an applicable Control Termination Event, the related Directing Holder shall have no right to consent to any Asset Status Report under this Section 3.21(b).
 
Notwithstanding the foregoing or any other provision of this Agreement to the contrary, prior to the Eastmont Town Center Controlling Note Securitization Date, no request for approval of the Controlling Class Representative shall be made on any matter related to the Eastmont Town Center Loan Combination, nor shall the Operating Advisor have the right to consult on any matter related to the Eastmont Town Center Loan Combination, nor shall the Controlling Class Representative have the right to consent on any matter related to the Eastmont Town Center Loan Combination, except that the Controlling Class Representative (prior to the occurrence and continuance of a CCR Consultation Termination Event) shall have the rights set forth in the applicable Co-Lender Agreement. With respect to the Eastmont Town Center Loan Combination and any related REO Property, prior to the Eastmont Town Center Controlling Note Securitization Date, the Outside Controlling Note Holder with respect to the Eastmont Town Center Loan Combination shall exercise all approval rights regarding any Asset Status Report in respect of the Eastmont Town Center Loan Combination or REO Property set forth in the second paragraph of this Section 3.21(b) without regard to the occurrence of any Control Termination Event or Consultation Termination Event.
 
(c)           Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most recent Asset Status Report for the related Mortgage Loan.
 
(d)           Upon request of any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate Administrator with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request a copy of the Final Asset Status Report for each Specially Serviced Loan.
 
(e)           Prior to the occurrence and continuance of an applicable Control Termination Event, the Special Servicer shall deliver to the Operating Advisor only each related Final Asset Status Report.
 
 
-225-
 
 
(f)            Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor, any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate the terms of any Mortgage Loan or Serviced Loan Combination, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of any Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating Advisor.
 
(g)           In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of the USA PATRIOT Act (for the purposes of this clause (g), “Applicable Laws”), the Special Servicer may be required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Special Servicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to such party in order to enable the Special Servicer to comply with Applicable Laws; provided that the Special Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.
 
Section 3.22     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.
 
(a)           Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider and shall deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the
 
 
-226-
 
 
Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor.
 
Upon determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall immediately give written notice thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.
 
(b)           In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.
 
(c)           Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within its possession. The Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer to perform its duties under this Agreement to the extent such information is within its possession.
 
Section 3.23     Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except during a leap year) or February (commencing in 2016) (unless, in either such case, the related Distribution Date is the final
 
 
-227-
 
 
Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related month, an amount equal to one day’s interest at the related Mortgage Rate, less the Administrative Cost Rate, on the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year, the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
 
Section 3.24     Modifications, Waivers and Amendments.
 
(a)           (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable consent and/or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)).
 
The Master Servicer shall obtain the consent of the Special Servicer in connection with any defeasance transaction that involves any modification, waiver, consent or amendment of a Serviced Mortgage Loan or Serviced Loan Combination pursuant to Section 3.09(d)(ix) of this Agreement.
 
In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action (i) constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment or other action constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall, prior to the occurrence and continuance of an applicable Control Termination Event, obtain the consent of the related Directing Holder. Prior to the occurrence and continuance of an applicable Control Termination Event, the Special Servicer shall also
 
 
-228-
 
 
obtain the consent of the related Directing Holder with respect to any modification, waiver, amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan.
 
No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer.
 
When the Special Servicer’s consent is required with respect to any modification, waiver, amendment or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of its request for such modification, waiver, amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment or other action. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period, as applicable, if and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Special Servicer shall notify the related Directing Holder of such request for approval of each such modification, waiver, amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Directing Holder shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if
 
 
-229-
 
 
required by the related Co-Lender Agreement) or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer.
 
With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to:
 
(A)         approving routine leasing activity with respect to any lease for less than the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area of the related Mortgaged Property;
 
(B)         approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;
 
(C)         approving annual budgets for the related Mortgaged Property; provided that no such budget (i) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (ii) provides for the payment of any material expenses to any Affiliate of the related Mortgagor (other than the payment of a management fee to any property manager if such management fee is no more than the management fee in effect on the Cut-Off Date);
 
(D)         subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Serviced Loan requiring a specified number of days’ notice prior to a Principal Prepayment;
 
(E)          approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited under this Section 3.24) in connection with a defeasance permitted by the terms of this Agreement, and subject to certain conditions, including in certain cases, delivery of an Opinion of Counsel (which Opinion of Counsel shall be at the expense of the related Mortgagor) to the effect that such modification, waiver or consent would not cause either Trust REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC Provisions or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes;
 
(F)         approving consents with respect to non-material rights-of-way and non-material easements and consent to subordination of the related Serviced Loan to such non-material rights-of-way or easements; provided, that the Master Servicer has determined in accordance with the Servicing Standard that such right-of-way or easement does not materially interfere with the then-current use of the related Mortgaged Property or the security intended to be provided by the
 
 
-230-
 
 
related Mortgage and will not have a material adverse effect on the value of such Mortgaged Property;
 
(G)          granting waivers of minor covenant defaults (other than financial covenants);
 
(H)         as permitted under the related Loan Documents, payment from any escrow or reserve, except releases of any escrows, reserve accounts or letters of credit held as performance escrows or reserves unless required pursuant to the specific terms of the related Serviced Loan and for which there is no material lender discretion;
 
(I)           approving a change of the property manager at the request of the related Mortgagor so long as (i) the successor property manager is not affiliated with the related Mortgagor and is a nationally or regionally recognized manager of similar properties, and (ii) the subject Serviced Mortgage Loan does not have an outstanding principal balance in excess of the lesser of $5,000,000 or 2% of the then aggregate principal balance of the Mortgage Loans;
 
(J)           for all Serviced Mortgage Loans other than the Specified Serviced Mortgage Loans, subject to the satisfaction of any conditions precedent set forth in the related Loan Documents, approving disbursements of any holdback amounts in accordance with the related Loan Documents provided that such disbursements are required pursuant to the specific terms of the related Serviced Loan and for which there is no lender discretion; and
 
(K)         any non-material modifications, waivers or amendments not provided for in clauses (A) through (J) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the terms of the related Serviced Loan.
 
(b)           All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and an original to the Trustee or the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. For the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution agreements shall be governed by Section 3.09.
 
 
-231-
 
 
(c)           Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.
 
(d)           Promptly after any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request from the Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder that the related Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund.
 
(e)           [Reserved].
 
(f)           The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).
 
(g)           Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:
 
(i)            extend the Maturity Date of a Serviced Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or
 
 
-232-
 
 
(ii)           if the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor.
 
(h)            In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable, shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or greater than a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.
 
(i)            If and to the extent that the Trust, as holder of an Outside Serviced Trust Loan, is entitled to exercise any consent and/or consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Other Pooling and Servicing Agreement, such rights shall be exercised by the Controlling Class Representative or, following a CCR Control Termination Event, the Operating Advisor, in accordance with Section 3.01(i). The Master Servicer and the Special Servicer shall only be obligated to forward any requests received from the related Outside Servicer or the related Outside Special Servicer, as applicable, for such consent and/or consultation to the Controlling Class Representative or, following a CCR Control Termination Event, to the Operating Advisor, and shall have no right or obligation to exercise any such consent or consultation rights.
 
Section 3.25     Additional Obligations With Respect to Certain Mortgage Loans.
 
(a)           With respect to each Mortgage Loan (other than an Outside Serviced Trust Loan) with a Stated Principal Balance in excess of $35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer, as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.
 
(b)           With respect to any Mortgage Loan (other than an Outside Serviced Trust Loan), if any mezzanine loan is directly or indirectly secured by any equity interest of the related Mortgagor, the Master Servicer (if the related Mortgage Loan is a Performing Serviced Loan) or
 
 
-233-
 
 
the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan) shall perform the obligations of the Trust, as holder of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.
 
Section 3.26     Certain Matters Relating to the Outside Serviced Trust Loans.
 
With respect to each Outside Serviced Trust Loan, in the event that any of the related Outside Trustee, the related Outside Servicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following request therefor by a party to the applicable Other Pooling and Servicing Agreement. In addition to the foregoing, with respect to the Eastmont Town Center Loan Combination, after the Eastmont Town Center Controlling Note Securitization Date the related Mortgage Loan shall be an Outside Serviced Trust Loan, and the rights, duties and obligations of the Issuing Entity and the parties to this Agreement shall be as set forth herein with respect to Outside Serviced Trust Loans.
 
Prior to the Eastmont Town Center Controlling Note Securitization Date, the Custodian shall hold the Mortgage File with respect to the Eastmont Town Center Loan Combination. On the Eastmont Town Center Controlling Note Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the Eastmont Town Center Mortgage Loan, the original of which shall be retained by the Custodian) for the Eastmont Town Center Loan Combination to the related Outside Trustee (provided that the Custodian shall retain a photocopy of the Mortgage File) and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Outside Servicer, transfer the Servicing File along with any escrows or reserve funds held for the Eastmont Town Center Loan Combination to the related Outside Servicer.
 
Section 3.27     Additional Matters Regarding Advance Reimbursement.
 
(a)           Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account, the Master Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement immediately, may elect to refrain from obtaining such reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month Prepayment Period ending on the then-current Determination Date, for successive one-month periods for a total not to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling Class Representative (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Pari Passu Loan Combination, the related Outside Controlling Note Holder) unless a CCR Control Termination Event (or, if applicable, a related Outside Control Termination Event) has occurred and is continuing, in which case the Controlling Class Representative (or, if applicable, the related Outside Controlling Note Holder) must be consulted with unless a CCR
 
 
-234-
 
 
Consultation Termination Event (or, if applicable, a related Outside Consultation Termination Event) has occurred and is continuing. If the Master Servicer or the Trustee makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Prepayment Period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections to be received before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Prepayment Period; provided, however, if, at any time the Master Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance during a one-month Prepayment Period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer or the Trustee, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer 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 clause (1), (2) or (3) apply, the Master Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 11.13 of this Agreement, the Master Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the Master Servicer or the Trustee to refrain from reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the Master Servicer or the Trustee any obligation to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer, or the Trustee shall not be construed to impose any duty on the other such party to make such an election (or any
 
 
-235-
 
 
entitlement in favor of any Certificateholder or any other Person to such an election). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Prepayment Periods shall not limit the accrual of 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 will have any liability to one another or to any of the Certificateholders for any such election that such party makes to refrain or not to refrain from reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic or other effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard or any duty under this Agreement. The Master Servicer’s or the Trustee’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.
 
(b)           If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.
 
Section 3.28     Serviced Companion Loan Intercreditor Matters.
 
(a)           If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided under the related Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note) on behalf of the holder of the Note that represents the Serviced Companion Loan. Thereafter, such Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan as their interests appear under the related Co-Lender Agreement. If the related Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Serviced Loan Combinations.
 
(b)           With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative hereunder may have to
 
 
-236-
 
 
consult with respect to any action or other matter with respect to the servicing of such Serviced Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion Loan Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan Holder, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under related Co-Lender Agreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder or its Companion Loan Holder Representative (or the master servicer or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan Holder) as required under the Co-Lender Agreement.
 
(c)           With respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement setting forth, to the extent applicable to such Serviced Loan Combination:
 
(i)            (A) the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the related Serviced Loan Combination;
 
(ii)           the amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default Interest allocable to the related Serviced Loan Combination;
 
(iii)          the amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Loan Combination;
 
 
-237-
 
 
(iv)          the principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect to the distribution of principal on the most recent Distribution Date; and
 
(v)          the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.

Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means (which includes posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery as required under the related Co-Lender Agreement.
 
Section 3.29     Appointment and Duties of the Operating Advisor.
 
(a)           Situs Holdings, LLC is hereby appointed to serve as the initial Operating Advisor.
 
(b)           The Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders (and, with respect to any Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder(s)) constituted a single lender), and not any particular Class of Certificateholders, as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment (the “Operating Advisor Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.
 
(c)           Prior to the occurrence and continuance of an applicable Control Termination Event, the Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List and the applicable Specially Serviced Loans and (ii) each related Final Asset Status Report.
 
(d)           (i) After the occurrence and during the continuance of an applicable Control Termination Event, the Operating Advisor shall review the Special Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with respect to the resolution and/or liquidation of the applicable Specially Serviced Loan(s).
 
(ii)          After the occurrence and during the continuance of an applicable Control Termination Event, based on the Operating Advisor’s review of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement, as applicable, any attestation
 
 
-238-
 
 
report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement, any Asset Status Report and other information (other than any communications between the related Directing Holder or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor shall (if any applicable Serviced Mortgage Loan(s) were Specially Serviced Loan(s)s during the prior calendar year) prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit R of this Agreement (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement) setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of such Specially Serviced Loan(s) and with respect to each Asset Status Report delivered to the Operating Advisor by the Special Servicer during the prior calendar year. Subject to the restrictions in this Agreement, including, without limitation, Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of the applicable Specially Serviced Loan(s) and (B) comply with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement. Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website and the Rule 17g-5 Information Provider’s Website, respectively; provided, however, that the Operating Advisor shall deliver to the Special Servicer, the Controlling Class Representative (if a Serviced Loan other than a Serviced Outside Controlled Pari Passu Companion Loan is addressed and a CCR Consultation Termination Event does not exist) and the related Outside Controlling Note Holder (if a Serviced Outside Controlled Pari Passu Companion Loan is addressed and a related Outside Consultation Termination Event does not exist), any annual report produced by the Operating Advisor at least ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may, but shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the Special Servicer or the Controlling Class Representative. Only as used in connection with the Operating Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution and liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent
 
 
-239-
 
 
to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement, any Asset Status Report and other information (other than any communications between the related Directing Holder or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer pursuant to this Agreement.
 
(e)           Prior to the occurrence and continuance of an applicable Control Termination Event, the Special Servicer shall forward any Appraisal Reduction Amount with respect to, and net present value calculations used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of, a Specially Serviced Loan, to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise call into question such Appraisal Reduction Amount and/or net present value calculations; provided, however, if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the related Directing Holder of such error.
 
(f)            After the occurrence and during the continuance of an applicable Control Termination Event, after the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable Specially Serviced Loan related to (i) Appraisal Reduction Amounts or (ii) net present value used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.
 
In connection with this Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application of the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the applicable formulas in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly
 
 
-240-
 
 
notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third-party to assist with any such calculation at the expense of the Trust Fund.
 
(g)           After the occurrence and during the continuance of an applicable Control Termination Event, the Special Servicer shall consult (on a non-binding basis) with the Operating Advisor in connection with any Major Decision with respect to an applicable Serviced Mortgage Loan and consider alternative actions recommended by the Operating Advisor, but only to the extent consultation with, or consent of, the related Directing Holder would have been required prior to the occurrence and continuance of such Control Termination Event with respect to such Serviced Mortgage Loan.
 
(h)           Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section 4.02(a) of this Agreement.
 
(i)            Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information received from the Special Servicer, the related Directing Holder or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the related Directing Holder or such related Serviced Companion Loan Holder under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.
 
(j)            The Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless an applicable Consultation Termination Event has occurred and is continuing, the related Directing Holder other than pursuant to a Privileged Information Exception.
 
(k)           On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement. The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06 of this Agreement.
 
 
-241-
 
 
Section 3.30     Rating Agency Confirmation.
 
(a)           Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency Declination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable) shall determine (with the consent of the related Directing Holder unless an applicable Control Termination Event has occurred and is continuing (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer and deemed given if the related Directing Holder does not respond within seven (7) Business Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.30(b), whether or not such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered satisfied if: (1) Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency; (2) the applicable replacement master servicer has a master servicer rating of at least “CMS3” from Fitch or the applicable replacement special servicer rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency; and (3) KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; and (z) with respect to a replacement or successor of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement
 
 
-242-
 
 
operating advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect to which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.
 
Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material reasonably necessary for the Rating Agency to process such request, subject to Section 11.13. Such written Rating Agency Confirmation request shall be provided in electronic format in accordance with Section 11.13(b) and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).
 
Promptly following the Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic written notice in accordance with Section 11.13(b) of the action taken for the particular item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).
 
(b)           Notwithstanding anything to the contrary in this Section 3.30, for purposes of the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable), provided that the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall in any event review the other conditions required under the related Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.
 
(c)           For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a) above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.
 
(d)           With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing and administration of
 
 
-243-
 
 
any or all of the related Serviced Loans or any related REO Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information Provider’s counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such request.
 
(e)           Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each case to the extent known to it.
 
Section 3.31     General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s having so acted in its own interests.
 
Section 3.32     Outside Control Termination Event Notices and Outside Consultation Termination Event Notices.
 
 
-244-
 
 
If any party hereto receives an Outside Control Termination Event Notice or an Outside Consultation Termination Event Notice, or any notice of revocation of either of the foregoing, it shall promptly deliver a copy of such notice to the other parties hereto; provided, however that if a party has delivered a notice to the other parties hereto in accordance with this Section 3.32, such party shall not be required to re-deliver the same notice if such party subsequently receives the same notice again.
 
ARTICLE IV
 
DISTRIBUTIONS TO CERTIFICATEHOLDERS
 
Section 4.01     Distributions.
 
(a)            (i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any calendar year, the Certificate Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant to Section 3.23 of this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each Distribution Date, the amounts that have been transferred to the Lower-Tier Distribution Account from the Collection Account or as P&I Advances or Compensating Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and Section 4.01(c)(ii) of this Agreement. Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed to the Certificateholders.
 
(ii)            All distributions made in respect of interest on any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01, and allocable to any particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions of reimbursements of Realized Losses made in respect of any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest.
 
 
-245-
 
 
For the avoidance of doubt, (i) payments of interest and principal, and reimbursements of Realized Losses, on the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates under this Section 4.01 shall be deemed to have been first distributed in respect of the Class LA-S Interest to the Upper-Tier REMIC in respect of the Class A-S Regular Interest, (ii) payments of interest and principal, and reimbursements of Realized Losses, on the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates under this Section 4.01 shall be deemed to have been first distributed in respect of the Class LB Interest to the Upper-Tier REMIC in respect of the Class B Regular Interest and (iii) payments of interest and principal, and reimbursements of Realized Losses, on the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates under this Section 4.01 shall be deemed to have been first distributed in respect of the Class LC Interest to the Upper-Tier REMIC in respect of the Class C Regular Interest.
 
On each Distribution Date, the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and Section 4.01(c)(ii).
 
(b)          On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts on deposit in the Upper-Tier Distribution Account in respect of interest, principal and reimbursement of Realized Losses, to the extent of Available Funds, and distribute such amounts to the Holders of each Class of Regular Certificates, to the Holders of the Class S Certificates and Class R Certificates and to the Exchangeable Distribution Account in respect of the Class PEZ Regular Interests in the amounts and in the order of priority set forth below:
 
(i)           to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for those Classes;
 
(ii)          to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates in reduction of the Certificate Principal Amounts thereof in the following priority:
 
(A)           to the Holders of the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount for such Distribution Date and the amount necessary to reduce the aggregate Certificate Principal Amount of the Class A-AB Certificates to the Class A-AB Scheduled Principal Balance for such Distribution Date;
 
(B)           to the Holders of the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining after payments pursuant to clause (A) above until the outstanding Certificate Principal Amount of the Class A-1 Certificates has been reduced to zero;
 
 
-246-
 
 
(C)           to the Holders of the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining after payments pursuant to clauses (A) and (B) above until the outstanding Certificate Principal Amount of the Class A-2 Certificates has been reduced to zero;
 
(D)           to the Holders of the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining after payments pursuant to clauses (A) through (C) above until the outstanding Certificate Principal Amount of the Class A-3 Certificates has been reduced to zero;
 
(E)           to the Holders of the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining after payments pursuant to clauses (A) through (D) above until the outstanding Certificate Principal Amount of the Class A-4 Certificates has been reduced to zero; and
 
(F)           to the Holders of the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining after payments pursuant to clauses (A) through (E) above until the outstanding Certificate Principal Amount of the Class A-AB Certificates has been reduced to zero;
 
(iii)         to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;
 
(iv)         to the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount of the Class A-S Regular Interest;
 
(v)          to the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount of the Class A-S Regular Interest is reduced to zero;
 
(vi)         to the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of the Class A-S Regular Interest, plus interest thereon at the Pass-Through Rate for the Class A-S Regular Interest
 
 
-247-
 
 
compounded monthly from the date the related Realized Loss was allocated to the Class A-S Regular Interest;
 
(vii)          to the Exchangeable Distribution Account with respect to the Class B Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount for the Class B Regular Interest;
 
(viii)         to the Exchangeable Distribution Account with respect to the Class B Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount of the Class B Regular Interest is reduced to zero;
 
(ix)           to the Exchangeable Distribution Account with respect to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of the Class B Regular Interest, plus interest thereon at the Pass-Through Rate for the Class B Regular Interest compounded monthly from the date the related Realized Loss was allocated to the Class B Regular Interest;
 
(x)            to the Exchangeable Distribution Account with respect to the Class C Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount for the Class C Regular Interest;
 
(xi)           to the Exchangeable Distribution Account with respect to the Class C Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount of the Class C Regular Interest is reduced to zero;
 
(xii)          to the Exchangeable Distribution Account with respect to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of the Class C Regular Interest, plus interest thereon at the Pass-Through Rate for the Class C Regular Interest compounded monthly from the date the related Realized Loss was allocated to the Class C Regular Interest;
 
(xiii)         to the respective Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for such Classes;
 
(xiv)         to the Holders of the Class D Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;
 
 
-248-
 
 
(xv)          to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;
 
(xvi)         to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for such Class;
 
(xvii)        to the Holders of the Class E Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;
 
(xviii)       to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;
 
(xix)         to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for such Class;
 
(xx)          to the Holders of the Class F Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;
 
(xxi)         to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;
 
(xxii)        to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for such Class;
 
(xxiii)       to the Holders of the Class G Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;
 
(xxiv)       to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such
 
 
-249-
 
 
Class compounded monthly from the date the related Realized Loss was allocated to such Class;
 
(xxv)        to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for such Class;
 
(xxvi)       to the Holders of the Class H Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;
 
(xxvii)      to the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; and
 
(xxviii)     to the Holders of the Class R Certificates in respect of the Upper-Tier REMIC Residual Interest, any amounts remaining in the Upper-Tier Distribution Account.
 
Notwithstanding the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described in priority (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, pro rata, based on their respective Certificate Principal Amounts, in reduction of their respective Certificate Principal Amounts (and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available Funds will then be allocated as provided in priorities (iii) through (xxviii) above.
 
All distributions of interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to clause (b)(i) above or Section 4.01(d), shall be deemed to have been made in respect of all the Components of such Class, pro rata in accordance with the respective amounts of interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate of such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest Shortfall for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.
 
(c)            (i) On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date (or, in the case of any Outside Serviced Trust Loan(s), received hereunder as of the Business Day immediately preceding the related Master Servicer Remittance Date) and on deposit in the Collection Account as of the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date will be distributed to the Holders of the respective Classes of Certificates (excluding the
 
 
-250-
 
 
Class X-D, Class E, Class F, Class G, Class H, Class S and Class R Certificates) as follows: (A) first such Yield Maintenance charge shall be allocated between (x) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A Certificates and the Class A-S Regular Interest (and correspondingly the Class A-S and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Regular Interest) and (y) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of the Class X-B Certificates, the Class B Regular Interest (and correspondingly the Class B and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Regular Interest), the Class C Regular Interest (and correspondingly the Class C and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Regular Interest) and the Class D Certificates, pro rata based on the aggregate amount of principal distributed with respect to the Classes of Regular Certificates (other than the Class X Certificates) and Class PEZ Regular Interests in each YM Group on such Distribution Date, and (B) then the portion of such Yield Maintenance Charge allocated to each YM Group shall be further allocated as among the Classes of Regular Certificates and Class PEZ Regular Interests in such YM Group, in the following manner: (1) each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest in such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution Date, on a pro rata basis according to entitlements, that portion of such Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal to such Class of Regular Certificates or Class PEZ Regular Interest on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Regular Certificates (other than the Class X Certificates) and Class PEZ Regular Interests in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Regular Certificates or Class PEZ Regular Interest and (z) the amount of such Yield Maintenance Charge allocated to such YM Group, and (2) any Yield Maintenance Charges allocated to such YM Group collected during the related Prepayment Period remaining after such distributions will be distributed to the Class of Class X Certificates in such YM Group.
 
On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall be further allocated between and distributed on the Class A-S Certificates and the Class PEZ Component A-S (and correspondingly on the Class PEZ Certificates), pro rata in proportion to the Class A-S Percentage Interest and Class A-S-PEZ Percentage Interest, respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class B Regular Interest shall be further allocated between and distributed on the Class B Certificates and the Class PEZ Component B (and correspondingly on the Class PEZ Certificates), pro rata in proportion to the Class B Percentage Interest and Class B-PEZ Percentage Interest, respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class C Regular Interest shall be further allocated between and distributed on the Class C Certificates and the Class PEZ Component C (and correspondingly on the Class PEZ Certificates), pro rata in proportion to the Class C Percentage Interest and Class C-PEZ Percentage Interest, respectively.
 
After the Distribution Date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class PEZ Regular Interests
 
 
-251-
 
 
have been reduced to zero, all Yield Maintenance Charges collected with respect to the Mortgage Loans will be distributed pro rata to the Holders of the Class X-B Certificates.
 
(ii)           Any Yield Maintenance Charge that is to be distributed to the Regular Certificates or Class PEZ Regular Interests on any Distribution Date shall be deemed distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests then receiving a principal distribution, pro rata, based on the respective amounts of those principal distributions.
 
(d)           On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve Account and shall distribute such amounts in the following priority:
 
(i)            first, to the Holders of the Regular Certificates and to the Exchangeable Distribution Account with respect to the Class PEZ Regular Interests (in the same order as distributions are made pursuant to Section 4.01(b) of this Agreement) up to an amount equal to all amounts remaining due and payable on the Regular Certificates and Class PEZ Regular Interests, and any Realized Loss allocable to such Certificates or Class PEZ Regular Interests, after application of the Available Funds for such Distribution Date; and
 
(ii)           second, to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c) of this Agreement.
 
Amounts paid with respect to the Mortgage Loans from the Excess Liquidation Proceeds Reserve Account pursuant to the preceding clause (i) shall first be deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls allocated to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously allocated thereto and payment of other amounts due thereon.
 
(e)           On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized Losses made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as a result of Realized Losses to equal the Certificate Principal Amount of its Corresponding Certificates that will be outstanding immediately following such Distribution Date.
 
(f)            The Certificate Principal Amount of each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent of any Realized Loss (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.06 of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) allocated to such Class of Certificates or Class PEZ Regular Interest on such Distribution Date. On each Distribution Date, any Realized Loss for such Distribution Date will be allocated to the following Classes of Regular Certificates and Class PEZ Regular
 
 
-252-
 
 
Interests in the following order, until the Certificate Principal Amount of each such Class of Certificates or Class PEZ Regular Interest is reduced to zero: first, to the Class H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); seventh, to the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and, finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-AB Certificates based on their respective Certificate Principal Amounts. Any amounts recovered in respect of any amounts previously written off as Realized Losses will be distributed to the Classes of Certificates and Class PEZ Regular Interests to which Realized Losses have been allocated in order of their seniority and shall be deemed to be distributed to the Corresponding Lower-Tier Regular Interests (and any amounts so distributed on any Class PEZ Regular Interest shall be deemed to be distributed on the Class of Class A-S, Class B or Class C Certificates corresponding to that Class PEZ Regular Interest and the corresponding Class PEZ Component of the Class PEZ Certificates, pro rata based on their respective percentage interests in such Class PEZ Regular Interest). Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Principal Amount of the Class of Principal Balance Certificates or Class PEZ Regular Interest in respect of which any such reimbursement is made. If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Prepayment Period during which the recovery occurred) the amount of such recovery will be added to the Certificate Principal Amount(s) of the Class or Classes of Regular Certificates (other than the Class X Certificates) and/or the Class PEZ Regular Interest(s) that previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the lesser of the unallocated portion of such recovery and the amount of the unreimbursed Realized Losses previously allocated to the subject Class of Certificates or Class PEZ Regular Interest, and the Interest Shortfall with respect to each affected Class of Regular Certificates or Class PEZ Regular Interest for the next Distribution Date will be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down for such Class of Regular Certificates or Class PEZ Regular Interest had never been written down (and, to the extent that the Certificate Principal Amount of, and any interest payable on, any Class of Regular Certificates or Class PEZ Regular Interest is so increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable on, the Corresponding Lower-Tier Regular Interest). If the Certificate Principal Amount of any Class of Regular Certificates (other than the Class X Certificates) or Class PEZ Regular Interest (or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized Losses of such Class of Certificates or Class PEZ Regular Interest (or such Lower-Tier Regular Interest, as the case may be) shall be decreased by such amount.
 
 
-253-
 
 
The Notional Amount of the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions of the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates and the Class A-S Regular Interest and of the Lower-Tier Principal Balances of the Lower-Tier Regular Interests designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB and Class LA-S Interests, in any event resulting from allocations of Realized Losses. The Notional Amount of the Class X-B Certificates and the Component Notional Amount of the Class X-B Component will be reduced to reflect reductions of the Certificate Principal Amount of the Class B Regular Interest and of the Lower-Tier Principal Balance of the Lower-Tier Regular Interest designated as the Class LB Interest, in any event resulting from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates and the Component Notional Amount of the Class X-D Component will be reduced to reflect reductions of the Certificate Principal Amount of the Class D Certificates and of the Lower-Tier Principal Balance of the Lower-Tier Regular Interest designated as the Class LD Interest, in any event resulting from allocations of Realized Losses.
 
(g)           All amounts distributable, or reductions allocable on account of Realized Losses, to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates contemplated hereunder.
 
(h)           Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such Class of Certificates, on such date a notice to the effect that:
 
(i)            the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified, and
 
 
-254-
 
 
(ii)            if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;
 
provided, however, that the Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.
 
Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner.
 
(i)              [Reserved].
 
(j)             The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes of Regular Certificates, the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein), the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein) and the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein), pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Regular Certificates and Class PEZ Regular Interests for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of Class X Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, pro rata, based upon the respective amounts of Accrued Component Interest with respect to such Components for such
 
 
-255-
 
 
Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Regular Certificates, any Class PEZ Regular Interest or any Component of a Class of Class X Certificates shall be deemed to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Regular Certificates, Class PEZ Regular Interest or Component, as applicable.
 
(k)          Amounts distributed on the Class PEZ Regular Interests pursuant to Section 4.01(b) and Section 4.01(d) shall be further distributed from the Exchangeable Distribution Account to the Holders of the Exchangeable Certificates as set forth below:
 
(i)           On each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(b), the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class A-S Certificates and the Class PEZ Certificates in the following amounts and in the following order of priority:
 
(A)           first, concurrently, to the Holders of the Class A-S Certificates in respect of interest, up to an amount equal to the Class A-S Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(b)(iv) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(b)(iv) and Section 4.01(d)(i);
 
(B)           second, concurrently, to the Holders of the Class A-S Certificates in respect of principal, up to an amount equal to the Class A-S Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(b)(v) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(b)(v) and Section 4.01(d)(i); and
 
(C)           third, concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(b)(vi) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of unreimbursed Realized Losses on Class PEZ Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(b)(vi) and Section 4.01(d)(i).
 
(ii)          On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b), the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by
 
 
-256-
 
 
the Certificate Administrator to the Holders of the Class B Certificates and the Class PEZ Certificates in the following amounts and in the following order of priority:
 
(A)           first, concurrently, to the Holders of the Class B Certificates in respect of interest, up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii) and Section 4.01(d)(i);
 
(B)           second, concurrently, to the Holders of the Class B Certificates in respect of principal, up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii) and Section 4.01(d)(i); and
 
(C)           third, concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.01(b)(ix) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of unreimbursed Realized Losses on Class PEZ Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.01(b)(ix) and Section 4.01(d)(i).
 
(iii)        On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b), the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class C Certificates and the Class PEZ Certificates in the following amounts and in the following order of priority:
 
(A)           first, concurrently, to the Holders of the Class C Certificates in respect of interest, up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(b)(x) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(b)(x) and Section 4.01(d)(i);
 
 
-257-
 
 
(B)           second, concurrently, to the Holders of the Class C Certificates in respect of principal, up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi) and Section 4.01(d)(i); and
 
(C)           third, concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.01(b)(xii) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of unreimbursed Realized Losses on Class PEZ Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.01(b)(xii) and Section 4.01(d)(i).
 
(iv)        The various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections of this Section 4.01(k) shall be so distributed in a single, aggregate distribution.
 
(l)          The various amounts distributable on the Class PEZ Certificates on each Distribution Date under Article IV in respect of amounts allocated to any of the Class PEZ Components pursuant to the terms of this Agreement shall be so distributed in a single, aggregate distribution to the Holders of the Class PEZ Certificates on such Distribution Date. In addition, the Class PEZ Certificates shall be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest shortfalls (including those resulting from Appraisal Reduction Events) that are allocated to the Class PEZ Components pursuant to the terms of this Agreement.
 
(m)        On each Distribution Date, any Excess Interest received during the related Prepayment Period with respect to the ARD Mortgage Loans shall be distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account.
 
Section 4.02     Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.
 
(a)          Based on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate Administrator shall provide or make available a report, including reports in substantially the form attached hereto as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the following information:
 
 
-258-
 
 
(A)        the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates and applied to reduce the respective Certificate Principal Amount thereof;
 
(B)        the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to (A) Interest Distribution Amount, (B) Yield Maintenance Charges and (C) Excess Interest;
 
(C)        the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;
 
(D)        the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each Mortgage Loan as of the related Determination Date;
 
(E)        the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by or paid to the Special Servicer in respect of the related Collection Period, Prepayment Period or Interest Accrual Period, as applicable;
 
(F)        the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage of the Cut-Off Date Principal Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;
 
(G)        the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the outstanding Mortgage Loans, at the close of business on the related Determination Date;
 
(H)        as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B) delinquent two months, (C) delinquent three or more months, (D) that are Specially Serviced Loans but are not delinquent or (E) as to which foreclosure proceedings have been commenced;
 
(I)         the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject to a bankruptcy proceeding;
 
(J)         with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to the Outside Serviced Trust Loans) during the related Prepayment Period, the Stated Principal Balance and unpaid principal balance of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and date upon which the Appraisal was performed;
 
 
-259-
 
 
(K)        as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Prepayment Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date;
 
(L)         with respect to any REO Property (including with respect to the Outside Serviced Trust Loans) included in the Trust Fund as of the close of business on the last day of the related Prepayment Period, the Loan Number of the related Mortgage Loan, the book value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other amounts, if any, received on such REO Property during the related Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;
 
(M)       with respect to any REO Property (including with respect to the Outside Serviced Trust Loans) sold or otherwise disposed of during the related Prepayment Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts, if any, received in respect of such REO Property during the related Prepayment Period, the portion thereof included in the Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;
 
(N)        the Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution Date;
 
(O)        any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest after giving effect to the distributions made on such Distribution Date;
 
(P)         the Pass-Through Rate for each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution Date;
 
(Q)         the original Certificate Principal Amount or Notional Amount as of the Closing Date and the Certificate Principal Amount or Notional Amount, as the case may be, of each Class of Regular Certificates and Class PEZ Regular Interest immediately before and immediately after such Distribution Date, separately identifying any reduction in the Certificate Principal Amount or Notional Amount, as the case may be, of each such Class of Regular Certificates and Class PEZ Regular Interest due to Realized Losses;
 
(R)        the Certificate Factor for each Class of Regular Certificates or Class PEZ Regular Interest immediately following such Distribution Date;
 
(S)         the Principal Distribution Amount for such Distribution Date;
 
 
-260-
 
 
(T)        the aggregate amount of Principal Prepayments made during the related Prepayment Period, and the aggregate amount of any Prepayment Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;
 
(U)        the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust Fund during the related Prepayment Period, and any Realized Loss for such Distribution Date;
 
(V)        any Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination Date;
 
(W)       identification of any material modification, extension or waiver of a Mortgage Loan;
 
(X)        identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage Loan Seller;
 
(Y)        the identity of the Operating Advisor;
 
(Z)        the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property Royalty License Fee paid with respect to such Distribution Date;
 
(AA)     an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period;
 
(BB)      the identity of the Controlling Class;
 
(CC)      the identity of the Controlling Class Representative;
 
(DD)     such additional information as contemplated by Exhibit D to this Agreement; and
 
(EE)       the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Loan Purchase Agreements.
 
In the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement may change over time.
 
On each Distribution Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R Certificate a copy of the
 
 
-261-
 
 
reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time in force. Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information in the Prospectus Supplement) or any other third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer or the Special Servicer, as applicable.
 
The Certificate Administrator shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item (vii) below, solely to Certificateholders and Beneficial Owners and provided that the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively, the “Public Documents”) will be available to the general public), the following items:
 
(i)           the following “deal documents”:
 
(A)       the Prospectus and the Prospectus Supplement;
 
(B)        this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and
 
(C)         CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;
 
(ii)          the following “Commission EDGAR filings”:
 
(A)        any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR system;
 
(iii)         the following “periodic reports”:
 
(A)        the Distribution Date Statements;
 
(B)        the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC® Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent it has received or prepared such report or file; and
 
(C)        all Operating Advisor Annual Reports;
 
(iv)         the following “additional documents”:
 
 
-262-
 
 
(A)        the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21 of this Agreement; and
 
(B)        any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;
 
(v)          the following “special notices”:
 
(A)        all Special Notices;
 
(B)        notice of any waiver, modification or amendment of any term of any Mortgage Loan;
 
(C)        notice of final payment on the Certificates;
 
(D)        all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;
 
(E)        notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, an Outside Servicer, an Outside Special Servicer or an Outside Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, an Outside Servicer, an Outside Special Servicer or an Outside Trustee);
 
(F)         any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
 
(G)        notice of the termination of the Trust;
 
(H)        notice of the occurrence and continuance of a CCR Control Termination Event, an Outside Control Termination Event or a Subordinate Companion Loan Control Termination Event;
 
(I)         notice of the occurrence and continuance of a CCR Consultation Termination Event or an Outside Consultation Termination Event;
 
(J)         the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the officer’s certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement; and
 
(K)       the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate
 
 
-263-
 
 
Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
 
(vi)          the Investor Q&A Forum; and
 
(vii)         solely to Certificateholders and Beneficial Owners, the Investor Registry.
 
The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s internet website, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web page “click-through”). The Certificate Administrator shall not be liable for the dissemination of information in accordance with this Agreement. The Certificate Administrator shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer service desk at telephone number 1-888-422-2066.
 
The Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s Website).
 
Any Person that is a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings on the Certificate Administrator’s Website which are being made available to the general public. The provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website maintained by the Master Servicer.
 
Within a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar year was a Holder of a Certificate and requests in writing a statement containing the information as to the applicable Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other information as the Certificate Administrator determines to be necessary to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.
 
 
-264-
 
 
The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders and Beneficial Owners may (i)(a) submit questions to the Certificate Administrator relating to the Distribution Date Statement, (b) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available pursuant to this Section 4.02(a), the Mortgage Loans (or any Serviced Loan Combination) or the Mortgaged Properties and (c) submit questions to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Report (collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof.
 
Within a commercially reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry (A) would not be in the best interests of the Trust and/or the Certificateholders, (B) would be in violation of applicable law, this Agreement or the applicable Loan Documents, (C) would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, or (D) would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and no other Person will certify as to the accuracy, or will have any responsibility or liability for the content of any such information. No party to this Agreement shall disclose Privileged Information in the Investor Q&A Forum.
 
The Certificate Administrator shall make available to any Certificateholder and Beneficial Owner (other than a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor), the Investor Registry. The “Investor
 
 
-265-
 
 
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.
 
Notwithstanding the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.
 
Upon filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time to time such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may reasonably request.
 
The specification of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Beneficial Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”) with respect to the Mortgage Loans or Serviced Loan Combination, the Mortgaged Properties or the Trust Fund as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such
 
 
-266-
 
 
information as it may, in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the Certificates be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction or request given to it pursuant to this Section be made in writing.
 
The Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited, CMBS.com Inc. or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.
 
(b)           No later than the Business Day prior to each Distribution Date, subject to the penultimate paragraph of this subsection (b), the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor, the Special Servicer and any master servicer of a securitization of a Companion Loan in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC® REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5) the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.
 
No later than the Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately
 
 
-267-
 
 
preceding the preparation of such report for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).
 
No later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator and the Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with respect to the Mortgage Loans and Mortgaged Properties.
 
The Master Servicer shall provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days of the first Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan Setup File.
 
In addition, the Master Servicer or Special Servicer, as applicable, shall prepare with respect to each Mortgaged Property and REO Property, in each case other than with respect to any Outside Serviced Trust Loan:
 
(i)            Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with the calendar quarter ending September 30, 2015, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided, however, that any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer or Special Servicer, as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement Analysis Report upon request; and
 
(ii)           Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to Performing Serviced Loans) of an annual operating statement for each calendar year, commencing with the calendar year ending December 31, 2015, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service
 
 
-268-
 
 
coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special Servicer or the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC® NOI Adjustment Worksheet upon request. Notwithstanding anything to the contrary contained herein, with respect to any Mortgage Loan related to any Significant Obligor, the Master Servicer shall be required to complete any CREFC files, reports and/or templates necessary in order to comply with the Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations of the Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.
 
The Certificate Administrator shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement), to each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination and delivered to the Certificate Administrator.
 
Upon request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider a statement, setting forth the status of the Collection Account and each Loan Combination Custodial Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required remittance that has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Loan Combination Custodial Account for each category of deposit specified in Section 3.05(a) of this Agreement and each category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced Loan Combinations in the possession of the Master Servicer (which information shall be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).
 
Further, the Master Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
 
 
-269-
 
 
to perform its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.
 
The obligation of the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having received from the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.
 
The obligation of the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having received from the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.
 
With respect to an Outside Serviced Trust Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons as described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the applicable Other Pooling and Servicing Agreement.
 
(c)           Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Trust Loan), a CREFC® Special Servicer Loan File. The Special Servicer shall also deliver to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any and all additional information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside Serviced Trust Loan).
 
The Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside Serviced Trust Loan).
 
The Master Servicer may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combination available on any website that it has established.
 
 
-270-
 
 
With respect to an Outside Serviced Trust Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related Other Pooling and Servicing Agreement.
 
(d)           The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the Collection Account.
 
Section 4.03     Compliance With Withholding Requirements.
 
(a)           Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Paying Agent or its agent withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.
 
(b)           Each Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any
 
 
-271-
 
 
agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.
 
Section 4.04     REMIC Compliance.
 
(a)           The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending December 31, 2015, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Holders of the Excess Interest Certificates) and the IRS and applicable state and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and Lower-Tier REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the Certificates may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose), together with such additional information as may be required by such IRS Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.
 
The Holder of the largest Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in the Class R Certificates larger than that held by any other Holder, the first such Holder to have acquired such Class R Certificates shall be such tax matters person. The Certificate Administrator shall act as attorney-in-fact and agent for the tax matters person of each Trust REMIC, and each Holder of a Percentage Interest in the Class R Certificates, by acceptance
 
 
-272-
 
 
hereof, is deemed to have consented to the Certificate Administrator’s appointment in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust Fund.
 
The Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).
 
Notwithstanding any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of any “interests,” within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest and the Upper-Tier REMIC Residual Interest, or in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.
 
(b)           The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest and the Class C Regular Interest: (i) each Mortgage Loan will pay
 
 
-273-
 
 
principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.
 
Section 4.05     Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect to the Regular Certificates, the Class PEZ Regular Interests and the Class R Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained from Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from the Distribution Account in determining the amount of Available Funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator in respect of the Lower-Tier Regular Interests and the Class PEZ Regular Interests until they are fully reimbursed and then to the Holders of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that such breach, act or omission could result in liability under Section 6.03, in
 
 
-274-
 
 
the case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.
 
Section 4.06     Remittances; P&I Advances.
 
(a)           On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:
 
(i)            remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Yield Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer in the Prepayment Period relating to such Distribution Date (or, in the case of an Outside Serviced Trust Loan, received by the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously so remitted to the Certificate Administrator);
 
(ii)           remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (d) of the definition of “Available Funds”);
 
(iii)           remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;
 
(iv)          make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier Distribution Account, in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any Mortgage Loan related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period) in the same month as such Master Servicer Remittance Date), except that the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®; and
 
(v)           remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii) through Section 3.06(a)(ix) of this Agreement.
 
 
-275-
 
 
Neither the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be advanced in respect of delinquent payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the amount otherwise required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.
 
Any amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer shall have no obligation to make any P&I Advance.
 
The Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the Lower-Tier Distribution Account in immediately available funds an amount equal to the P&I Advances otherwise required to have been made by the Master Servicer.
 
Neither the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable, or the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate as set forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:
 
(A)        any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among
 
 
-276-
 
 
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;
 
(B)        any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value estimates or other information for such purposes;
 
(C)        the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may deliver to the Master Servicer, the Trustee and the Controlling Class Representative (prior to the occurrence and continuance of a CCR Consultation Termination Event) notice of such determination, which determination shall be conclusive and binding on the Master Servicer and the Trustee;
 
(D)        although the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have no right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;
 
(E)         any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee;
 
(F)        the Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability determination made by the Master Servicer on or prior to such date;
 
(G)        the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to make a P&I Advance for reasons other than a determination
 
 
-277-
 
 
by the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06 unless the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;
 
(H)        the Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer the Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and
 
(I)         notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by the Special Servicer that any P&I Advance would be recoverable.
 
The Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted by applicable law and the related Mortgage Loan.
 
With respect to P&I Advances and each Outside Serviced Trust Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal reduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the terms of the applicable Other Pooling and Servicing Agreement.
 
(b)          The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence and continuance of a CCR Consultation Termination Event), the holder of any related Pari Passu Companion Loan or its Companion Loan Holder Representative (in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person making the determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor, setting forth the basis for such determination, together with any
 
 
-278-
 
 
other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances.
 
(c)           With respect to each Outside Serviced Trust Loan, if (1) the related Outside Servicer has determined that a proposed debt service advance with respect to such Outside Serviced Trust Loan or a related Outside Serviced Companion Loan, if made, would be, or any outstanding debt service advance previously made with respect to such Outside Serviced Companion Loan is, as applicable, a “nonrecoverable advance,” and the related Outside Servicer has provided written notice of such determination to the Master Servicer, or (2) if the Master Servicer or the Special Servicer has determined that a P&I Advance with respect to the Outside Serviced Trust Loan related to such related Outside Serviced Companion Loan would be a Nonrecoverable P&I Advance, then neither the Master Servicer nor the Trustee shall make any additional P&I Advance with respect to such Outside Serviced Trust Loan until the Master Servicer or the Special Servicer, as applicable, has consulted with the related Outside Servicer under the applicable Other Pooling and Servicing Agreement and they agree that circumstances with respect to such Mortgage Loans have changed such that a proposed future debt service advance would not be a “nonrecoverable advance.” With respect to each Outside Serviced Trust Loan, if the Master Servicer has determined that a proposed P&I Advance with respect to such mortgage loan would be a Nonrecoverable Advance, the Master Servicer shall provide the related Outside Servicer written notice of such determination within two (2) Business Days after such determination was made.
 
In connection with each Outside Serviced Trust Loan, any determination by the Master Servicer that any P&I Advance made or to be made with respect to such Outside Serviced Trust Loan (or any successor REO Mortgage Loan with respect thereto) is or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any determinations) made under the applicable Other Pooling and Servicing Agreement regarding nonrecoverability of debt service advances on the related Outside Serviced Companion Loan.
 
(d)           If the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification or withdrawal of any rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any Class of Certificates and citing servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action, and such notice is not rescinded
 
 
-279-
 
 
within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall promptly notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.
 
Section 4.07     Grantor Trust Reporting.
 
(a)           The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.
 
(b)           The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage of market fluctuations or so as to improve the rate of return of the Exchangeable Certificates, and shall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall file or cause to be filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect to the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, the Excess Interest Grantor Trust Assets and proceeds thereof, respectively, as such amounts are received or accrue, as applicable.
 
(c)           (i) The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. With respect to each Class of Exchangeable Certificates, the Certificate Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless it has actual knowledge to the contrary or the Depositor provides the Certificate Administrator with the identities of the other “middlemen” that are Certificateholders. The Certificate Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence of this paragraph.
 
(ii)           The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.
 
(iii)          The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if
 
 
-280-
 
 
such failure is due to: (i) the lack of reasonably necessary information that is not in its possession being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.
 
(d)           To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.
 
Section 4.08     Calculations.
 
Provided that the Certificate Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a) and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01. The Certificate Administrator shall calculate the Principal Distribution Amount and Interest Distribution Amounts for each Distribution Date and shall allocate such amounts among Certificateholders in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level information provided to it by the Master Servicer. The calculations by the Certificate Administrator contemplated by this Section 4.08 shall, in the absence of manifest error, be deemed to be correct for all purposes hereunder.
 
ARTICLE V
 
THE CERTIFICATES
 
Section 5.01     The Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-AB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates,
 
 
-281-
 
 
the Class G Certificates, the Class H Certificates, the Class S Certificates and the Class R Certificates.
 
Each Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-19 respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Public Certificates (other than the Class X-A and Class X-B Certificates) shall be issued in minimum denominations of $10,000 and integral multiples of $1 in excess thereof. However, in connection with an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates and vice versa, each of the Class A-S, Class B, and Class C Certificates exchanged (whether surrendered or received) in such exchange shall be in denominations of at least $10,000 initial Certificate Principal Amount, and the Class PEZ Certificates exchanged shall equal the aggregate Certificate Principal Amount of the Class A-S, Class B and Class C Certificates being exchanged therefor (i.e. in excess of $30,000 initial Certificate Principal Amount). The Private Certificates (other than the Class X-D, Class S and Class R Certificates) shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class X-A, Class X-B and Class X-D Certificates shall be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate Principal Amount or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of the Class S and Class R Certificates) does not equal an integral multiple of $1, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Principal Amount or initial Notional Amount, as applicable, that includes the excess of (i) the initial Certificate Principal Amount or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof. The Class S Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.
 
(b)           One authorized signatory shall sign the Certificates for the Certificate Administrator by manual or facsimile signature. If an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Administrator (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.
 
 
-282-
 
 
Section 5.02     Form and Registration.
 
(a)           Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Principal Amount of a Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.
 
(b)           Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests in such Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.
 
(c)           No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then:
 
(i)            The Certificates of each Class of the Private Certificates (other than the Class S and Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial
 
 
-283-
 
 
interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Principal Amount of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.
 
 On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.
 
(ii)           The Certificates of each Class of Private Certificates (other than the Class S and Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”), which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Principal Amount of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.
 
(iii)          The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers, the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.
 
(d)           Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days of such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private Certificate, all of the
 
 
-284-
 
 
applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however, that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.
 
(e)           If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.
 
Section 5.03     Registration of Transfer and Exchange of Certificates.
 
(a)           The Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.
 
(b)           Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or
 
 
-285-
 
 
more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
(c)           Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Temporary Regulation S Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Principal Amount of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.
 
(d)           Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global
 
 
-286-
 
 
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Regulation S Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate Principal Amount of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.
 
(e)           Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Rule 144A Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a
 
 
-287-
 
 
beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Principal Amount of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.
 
(f)           Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same Class or Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate Certificate Principal Amount of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Principal Amount represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.
 
(g)           Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than a Class S or Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Principal Amount of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of
 
 
-288-
 
 
Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Principal Amount of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Principal Amount of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Principal Amount of the portion of the Non-Book Entry Certificate so canceled.
 
(h)           Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement; and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such).
 
(i)            Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) and (h) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.
 
(j)            Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of clause (e) above.
 
(k)          If Private Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Private Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
 
 
-289-
 
 
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that do not bear such legend.
 
(l)             All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.
 
(m)           No Class S Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, an insurance company that is using the assets of separate accounts or general accounts which include Plan assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of a Plan (each, a “Plan Investor”) to purchase such Certificate. In addition, no ERISA Restricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan or Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate, Class S Certificate or Class R Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on behalf of any such plan or using the assets of such plan to acquire such Certificate or interest therein unless, in the case of an ERISA Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest therein would not constitute or otherwise result in a non-exempt violation of Similar Law. Except in connection with the transfer thereof by an Initial Purchaser or the Depositor, each prospective transferee of an ERISA Restricted Certificate, a Class S Certificate or a Class R Certificate in Non-Book Entry Certificate form shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee representation letters, substantially in the form of Exhibit L-3 and Exhibit L-4 to this Agreement. Each beneficial owner of a Certificate (other than a Class S or Class R Certificate) or any interest therein will be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a Plan or Plan Investor, (ii) in the case of a Certificate other than an ERISA Restricted Certificate, it has acquired and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions to the availability of the Underwriter Exemption, including that the Certificates must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a rating agency that meets the requirements of the
 
 
-290-
 
 
Underwriter Exemption and that such Certificate is so rated and that it is an Institutional Accredited Investor or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial owner of a Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding and disposition of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt violation of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.
 
(n)           Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to the following provisions:
 
(i)            Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.
 
(ii)           No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached as Exhibit L-1 to this Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a
 
 
-291-
 
 
foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser in connection with the initial offering of the Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit L-2 to this Agreement (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.
 
(iii)          Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (n)(ii) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Code Section 860E(e) as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided, however, such Persons shall in no event be excused from furnishing such information.
 
(iv)          The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified Institutional Buyers.
 
(v)           The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified Institutional Buyers or Institutional Accredited Investors.
 
(o)           Any attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null and void ab initio and shall vest no rights in any purported
 
 
-292-
 
 
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.
 
Section 5.04      Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
 
Section 5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information to such Beneficial Owner (or prospective transferee).
 
Section 5.06      Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a paying agent for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at least “BBB+” by Fitch and “Baa1” by Moody’s, or shall be otherwise acceptable to each Rating Agency.
 
 
-293-
 
 
Section 5.07     Access to Certificateholders’ Names and Addresses; Special Notices.
 
(a)           If any Certifying Certificateholder, any Serviced Companion Loan Holder or the Master Servicer (for purposes of this Section 5.07, an “Applicant”) applies or requests in writing to the Certificate Registrar, and such application or request states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly furnish or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record Date as they appear in the Certificate Register, at the expense of the Applicant.
 
(b)           Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.
 
(c)           Upon the written request of any Certifying Certificateholder or Serviced Companion Loan Holder that (a) states that such Certificateholder or Serviced Companion Loan Holder desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact and (b) provides a copy of the Special Notice which such Certifying Certificateholder or Serviced Companion Loan Holder proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website and shall mail such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.
 
Section 5.08     Actions of Certificateholders.
 
(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.
 
 
-294-
 
 
(b)           The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate Administrator deems sufficient.
 
(c)           Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.
 
(d)           The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08 as it shall deem necessary.
 
Section 5.09     Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.
 
Any entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.
 
The Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.
 
The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation paid to
 
 
-295-
 
 
the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.
 
Section 5.10   Appointment of Custodian. The Trustee may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement (in the event the Trustee is not the Custodian) that is consistent in all material respects with this Agreement. The Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating of at least “BBB+” by Fitch and “Baa1” from Moody’s, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Trustee. The Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Trustee, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The appointment of a Custodian shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the Trustee is the Custodian, the Custodian may self-insure.
 
Section 5.11   Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Citibank Agency & Trust, CGCMT 2015-GC29, as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.
 
 
-296-
 
 
Section 5.12   Exchanges of Exchangeable Certificates.
 
(a)            At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components.
 
(b)           On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in the Preliminary Statement.
 
(c)           Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered.
 
(d)           An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.
 
(e)           At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c).
 
(f)            In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the
 
 
-297-
 
 
Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases.
 
(g)           In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “ctssfexchanges@citi.com” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.
 
(h)          In connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.
 
 
-298-
 
 
ARTICLE VI
 
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE
 
Section 6.01     Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Master Servicer, the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer and the Operating Advisor shall indemnify the Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor and any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations or warranties contained herein.
 
Section 6.02     Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor. Subject to the following paragraph, each of the Master Servicer, the Special Servicer and the Operating Advisor shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
 
Each of the Master Servicer, the Special Servicer and the Operating Advisor may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its
 
 
-299-
 
 
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation.
 
Section 6.03     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any liability to the Trust Fund, the Certificateholders, the Companion Loan Holders or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any such Person against liability which would be imposed by reason of (i) any breach of warranty or representation by such respective party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in the performance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be indemnified and held harmless by the Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided that, to the extent that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) incurred in connection with, or relating to, this Agreement or the Certificates, other than any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder or by reason of negligent disregard of obligations or duties hereunder, in each case by the Person being
 
 
-300-
 
 
indemnified, (ii) with respect to any such party, resulting from the breach by such party of any of its representations or warranties contained herein, (iii) specifically required to be borne by the party seeking indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account), and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to be reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement.
 
Each of the related Outside Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of general collections in the Collection Account for the Trust’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration of an Outside Serviced Loan Combination as to which the securitization trust created under the applicable Other Pooling and Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in the related “Serviced Whole Loan Custodial Account” (as defined in the applicable Other Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts).
 
Section 6.04     Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.
 
(a)           Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign its respective rights and delegate its respective duties and obligations under this Agreement; provided that, with respect to any of the Master Servicer, the Special Servicer or the Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall be an established mortgage finance entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans (or, in the case of the Operating Advisor, an Eligible Operating
 
 
-301-
 
 
Advisor), organized and doing business under the laws of any state of the United States, the District of Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or of an operating advisor, as applicable, or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender Agreement, and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, under this Agreement from and after the date of such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer, the Special Servicer or the Operating Advisor shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iv) the rate at which the Operating Advisor Fee, the Servicing Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; (v) for so long as no CCR Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable to the Controlling Class Representative (and, if a Serviced Outside Controlled Pari Passu Loan Combination is affected and no related Outside Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable to the related Outside Controlling Note Holder); and (vi) the resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.
 
(b)           Except as provided in this Section 6.04, the Master Servicer, the Special Servicer and the Operating Advisor shall not resign from their respective obligations and duties hereby imposed on them except upon determination that such duties hereunder are no longer permissible under applicable law; provided that, on and after the time the Trustee receives notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties hereunder are no longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall, subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer or the Special Servicer, as the case may be, had received a notice of termination. Any such determination permitting the resignation of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, Special Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator. Notwithstanding the foregoing, at any time after the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates have been reduced to zero, the Operating Advisor may resign from its obligations and duties hereunder, without payment of any penalty, and no replacement Operating Advisor shall be required to be appointed in connection with, or as a condition to, such resignation.
 
Except as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor as contemplated
 
 
-302-
 
 
herein shall become effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master Servicer, Special Servicer or Operating Advisor shall have assumed the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s, as applicable, responsibilities, duties, liabilities and obligations hereunder. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated as a shortfall resulting in Realized Losses; provided that, for so long as no CCR Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.
 
If the Trustee or an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 6.04.
 
Section 6.05     Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer. The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 11.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public parent. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer
 
 
-303-
 
 
under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.
 
Each of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder.
 
Neither the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.
 
Section 6.06     Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Beneficial Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent
 
 
-304-
 
 
of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.
 
Section 6.07     Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not limited to, surveillance fees.
 
Section 6.08     Termination of the Special Servicer Without Cause.
 
(a)           At any time prior to the occurrence and continuance of a CCR Control Termination Event or a related Outside Control Termination Event (or if a CCR Control Termination Event or a related Outside Control Termination Event has occurred but is no longer continuing), the Controlling Class Representative (in the case of the Serviced Loans other than a Serviced Outside Controlled Pari Passu Loan Combination) or the related Outside Controlling Note Holder (in the case of a Serviced Outside Controlled Pari Passu Loan Combination), as applicable, shall be entitled to terminate the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Pari Passu Loan Combination) or the related Serviced Outside Controlled Pari Passu Loan Combination, as the case may be, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced Loan Combination, the related Companion Loan Holder. Upon a termination (pursuant to the prior sentence) or a resignation (pursuant to Section 6.04(b) of this Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class Representative or the related Outside Controlling Note Holder, as applicable, shall appoint a successor Special Servicer with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Pari Passu Loan Combination) or the related Serviced Outside Controlled Pari Passu Loan Combination, as the case may be; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02 of this Agreement, (ii) the Controlling Class Representative or the related Outside Controlling Note Holder, as applicable, shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer and (iii) in the case of the appointment of a successor Special Servicer with respect to a Serviced Loan Combination, the Controlling Class Representative or the related Outside Controlling Note Holder, as applicable, shall (at no expense to the Trust or the related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for the related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer for the related Serviced Companion Loan.
 
Following the occurrence and during the continuance of a CCR Control Termination Event, upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of the Certificates (other than the Class S and Class R Certificates) requesting a vote to terminate and replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Pari Passu Loan Combination) with a proposed successor Special Servicer, (ii) payment by such Holders to the Certificate
 
 
-305-
 
 
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders), the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the written direction of (a) Holders of Certificates (other than the Class S and Class R Certificates) evidencing at least 75% of the Voting Rights of the Certificates (other than the Class S and Class R Certificates) or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose), the Trustee shall terminate all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans (other than any Serviced Outside Controlled Pari Passu Loan Combination), and the proposed successor Special Servicer shall succeed to the duties of the Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Pari Passu Loan Combination) all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02 of this Agreement; provided that if such written direction is not provided within 180 days of the initial request for a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect. The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer.
 
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.
 
(b)           At any time after the occurrence and during the continuance of a CCR Consultation Termination Event (in the case of the Serviced Loans other than any Serviced Outside Controlled Pari Passu Loan Combination) or a related Outside Consultation Termination Event (in the case of a Serviced Outside Controlled Pari Passu Loan Combination), if the Operating Advisor determines that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this
 
 
-306-
 
 
Agreement; provided that in no event shall the information or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a replacement special servicer with respect to (i) the Serviced Loans other than any Serviced Outside Controlled Pari Passu Loan Combination or (ii) the related Serviced Outside Controlled Pari Passu Loan Combination, as applicable, meeting the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current Special Servicer if appointed in accordance herewith. In any such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect to the applicable Serviced Loan(s). Upon (i) the written direction (as evidenced by votes cast) of Holders of each Class of Non-Reduced Certificates evidencing greater than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose) within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders) and (ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the applicable Serviced Loan(s), (y) appoint the recommended successor Special Servicer and (z) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund Expense. If the Certificate Administrator does not receive the required written direction contemplated by clause (i) of the second preceding sentence within 180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders), then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement with respect to the applicable Serviced Loan(s), and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
 
(c)           In no event may a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former Operating Advisor. Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.
 
 
-307-
 
 
(d)           The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a) of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.
 
(e)            No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information with respect to the successor Special Servicer as set forth in Section 10.02(a) and (iii) subject to Section 11.13 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their respective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.
 
(f)            Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of this Agreement mutatis mutandis as of the date of its succession.
 
(g)           In the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout Fees in accordance with the terms hereof).
 
(h)           If a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related REO Property in accordance with Article VII or this Section 6.08 such that there are multiple parties acting as Special Servicer hereunder, then, unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer” shall mean the applicable Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination
 
 
-308-
 
 
or any related REO Property, and shall mean the General Special Servicer, in all other cases (provided, that in Section 3.15 and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Loan Combination Special Servicers and the General Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall mean the applicable Loan Combination Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination or any related REO Property, and shall mean the General Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of the Special Servicer being replaced pursuant to this Section 6.08 by the Controlling Class Representative or the applicable Certificateholders, the term “Special Servicer” shall mean the General Special Servicer or the applicable Loan Combination Special Servicer, if applicable; (v) when used in the context of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall mean each of the Loan Combination Special Servicers and the General Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the applicable Loan Combination Special Servicer or the General Special Servicer, as applicable.
 
(i)            References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of special servicer with respect to the Mortgage Pool (exclusive of any Serviced Loan Combination or related REO Property as to which a different Loan Combination Special Servicer has been appointed with respect thereto).
 
Section 6.09     The Directing Holder and the Controlling Class Representative.
 
(a)           For so long as no Control Termination Event has occurred and is continuing, the related Directing Holder shall be entitled to advise the Special Servicer (1) with respect to the applicable Serviced Loan(s) that are Specially Serviced Loan(s) and (2) with respect to the applicable Serviced Loan(s) that are Performing Serviced Loan(s), as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer for a Major Decision. In addition, notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to Section 6.09(b) and the second and third paragraphs of this Section 6.09(a), (a) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent of the Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major Decision (provided that if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented to such Major Decision), and
 
 
-309-
 
 
(b) for so long as no applicable Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any of the actions constituting a Major Decision nor will the Special Servicer itself be permitted to take any of the actions constituting a Major Decision as to which the related Directing Holder has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days) after receipt of the written recommendation and analysis from the Special Servicer (provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day period or twenty (20) day period, as applicable, then the related Directing Holder will be deemed to have approved such action); and provided, further, that, as to both clause (a) and clause (b) above, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent of the related Directing Holder prior to the occurrence and continuance of an applicable Control Termination Event, is necessary to protect the interests of the Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, with respect to a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Directing Holder’s (or, if applicable, the Special Servicer’s) response. The Special Servicer is not required to obtain the consent of the related Directing Holder for any Major Decision following the occurrence and during the continuance of an applicable Control Termination Event; provided that, after the occurrence and during the continuance of an applicable Control Termination Event, the Special Servicer shall consult (on a non-binding basis) with the related Directing Holder (until the occurrence and continuance of an applicable Consultation Termination Event) and the Operating Advisor in connection with any Major Decision and consider alternative actions recommended by the related Directing Holder and the Operating Advisor, but only to the extent such consultation with, or consent of, the related Directing Holder would have been required prior to the occurrence and continuance of such applicable Control Termination Event. For the avoidance of doubt, with respect to any Serviced AB Loan Combination, the Special Servicer shall be responsible for obtaining any consent or deemed consent of the related Directing Holder for “Major Decisions” (as such term is defined in the related Co-Lender Agreement) to the extent such consent is required under this Agreement or under the terms of the related Co-Lender Agreement.
 
In addition, unless an applicable Control Termination Event has occurred and is continuing, each of (x) the Controlling Class Representative (with respect to each Serviced Loan other than a Serviced Outside Controlled Pari Passu Loan Combination and, in the case of any Serviced AB Loan Combination, after the occurrence of an applicable Subordinate Companion Loan Control Termination Event) and (y) the related Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Pari Passu Loan Combination) may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the applicable Serviced Loan(s) as such party may reasonably deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no such direction, and no objection, advice or consultation contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the Special Servicer to violate any provision of any
 
 
-310-
 
 
related Loan Documents, any related Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability, or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.
 
In the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or any advice from a Directing Holder would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify in writing such Directing Holder, the Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of a Directing Holder that does not violate any law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.
 
For so long as no CCR Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled to, with respect to each Outside Serviced Trust Loan, exercise the consent or approval rights set forth in Section 3.01(i) of this Agreement, exercise consultation rights in respect of “Major Decisions” (or any analogous concept) under, and within the meaning of, the applicable Other Pooling and Servicing Agreement and attend an annual meeting with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced Trust Loan is entitled to such rights pursuant to the related Co-Lender Agreement.
 
The Directing Holder will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
 
By its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) a Directing Holder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative, in the interests of the Holders of the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the Holders of any Class of Certificates
 
 
-311-
 
 
(other than, in the case of the Controlling Class Representative, the Controlling Class); (iv) a Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative, the interests of the Holders of the Controlling Class) over the interests of the Holders of one or more other Classes of Certificates; and (v) a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling Class Representative, to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph, and that no Certificateholder may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal thereof for having so acted; provided, however, that the rights of a Directing Holder are subject to any related mezzanine intercreditor agreement.
 
(b)           Notwithstanding anything to the contrary contained herein:
 
(i)            after the occurrence and during the continuance of a CCR Control Termination Event or a related Outside Control Termination Event, as applicable, the Controlling Class Representative or an Outside Controlling Note Holder, as applicable, shall have no right to consent to any action taken or not taken by any party to this Agreement;
 
(ii)           after the occurrence and during the continuance of a CCR Control Termination Event or a related Outside Control Termination Event, as applicable, but prior to the occurrence and continuance of a CCR Consultation Termination Event or a related Outside Consultation Termination Event, as applicable, the Controlling Class Representative or an Outside Controlling Note Holder, as applicable, shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative or such Outside Controlling Note Holder, as applicable, in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) to the extent set forth herein; provided, however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Loan Combination prior to the occurrence and continuance of an applicable Subordinate Companion Loan Control Termination Event;
 
(iii)          after the occurrence and during the continuance of a CCR Consultation Termination Event or a related Outside Consultation Termination Event, as applicable, the Controlling Class Representative or an Outside Controlling Note Holder, as applicable, shall have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder; and
 
(iv)          in the case of an AB Loan Combination, after the occurrence and during the continuance of an applicable Subordinate Companion Loan Control Termination Event, (x) any consent and/or consultation rights of the related Subordinate Companion Loan Holder with respect to the related AB Loan Combination shall terminate and (y) so long as a CCR Control Termination Event does not exist, the Controlling Class Representative shall be entitled to exercise the rights of the Directing Holder with respect to the related Serviced AB Loan Combination.
 
 
-312-
 
 
(c)           Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action pursuant to instructions from a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to violate applicable law, the terms of the related Serviced Loan Combination, the related Co-Lender Agreement, this Agreement, including the Servicing Standard, or the REMIC Provisions or that would (i) expose the Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee, the Operating Advisor, the Certificate Administrator or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iii) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders or the Servicing Standard.
 
(d)           Each Certificateholder and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal thereof. Any such Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Administrator when such Certificateholder (or Beneficial Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the identity of the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner of a Control Eligible Certificate. In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable, the Certificate Administrator shall provide the identity of the then-current Controlling Class and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the Trust if such expense arises in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under Section 3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative, and otherwise at the expense of the requesting party) of the Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating Advisor and the Trustee shall be entitled to rely on the information so provided by the Certificate Administrator.
 
In the event of a change in the Controlling Class, the Certificate Administrator shall promptly contact the current Holder of the Controlling Class (or its designee) or one of its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and determine whether such entity is the Holder (or Beneficial Owner) of at least a majority of the Controlling Class (in effect after such change in Controlling Class) by Certificate Principal Amount. If at any time the current Holder of the Controlling Class (or its designee) or one of its Affiliates, or any successor Controlling Class Representative
 
 
-313-
 
 
or Controlling Class Certificateholder(s) is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Principal Amount and the Certificate Administrator has neither (i) received notice of the then-current Controlling Class Certificateholders of at least a majority of the Controlling Class by Certificate Principal Amount nor (ii) received notice of a replacement Controlling Class Representative pursuant to this Agreement, then a CCR Control Termination Event and a CCR Consultation Termination Event shall be deemed to have occurred and shall be deemed to continue until such time as the Certificate Administrator receives either such notice.
 
Upon receipt of notice of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice thereof to each other party to this Agreement.
 
(e)           Once a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class, by Certificate Principal Amount, or such Controlling Class Representative shall have notified the Certificate Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon receipt of written notice of, or other knowledge of, the resignation of a Controlling Class Representative, the Certificate Administrator shall request the Certificateholders of the Controlling Class to select a new Controlling Class Representative.
 
(f)             If at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related Beneficial Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed of any change in the identity of the related Beneficial Owner from time to time.
 
(g)           Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.
 
(h)           Notwithstanding anything to the contrary contained herein, at any time when the Class E Certificates are the Controlling Class Certificates, the Holder of more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) may waive its right to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective, and a CCR Control Termination Event and a CCR Consultation Termination Event shall be deemed to have occurred and shall be
 
 
-314-
 
 
deemed to continue, with respect to such Holder and such Class until such time as either (x) the Class E Certificates are no longer the Controlling Class of Certificates or (y) the Opting-Out Party has (i) sold a majority of the Class E Certificates (by Certificate Principal Amount) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class E Certificates (such sale and certification, a “Class E Transfer”). Following any such Class E Transfer, or if the Class E Certificates are no longer the Controlling Class of Certificates, the successor holder of more than 50% of the Controlling Class of Certificates (by Certificate Principal Amount) shall again have the rights of a Controlling Class Representative as set forth herein without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any of the rights of the Controlling Class Representative as set forth in this Agreement. No successor Certificateholder described above in this paragraph shall have any consent rights with respect to any Serviced Mortgage Loan that became a Specially Serviced Loan prior to the Class E Transfer and had not also become a Corrected Loan prior to such Class E Transfer until such time as such Serviced Mortgage Loan becomes a Corrected Loan.
 
ARTICLE VII
 
DEFAULT
 
Section 7.01     Servicer Termination Events.
 
(a)            “Servicer Termination Event,” wherever used herein, means any one of the following events:
 
(i)           (A) any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit or remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account, the Excess Interest Distribution Account or the Exchangeable Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or
 
(ii)          any failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account, as applicable, any amount required to be so deposited or remitted by the Special
 
 
-315-
 
 
Servicer pursuant to, and within one (1) Business Day after the time specified by, the terms of this Agreement; or
 
(iii)          any failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days (10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or
 
(iv)          any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement, which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or
 
 
-316-
 
 
(v)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days; or
 
(vi)          the Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or
 
(vii)         the Master Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or
 
(viii)        any of Moody’s, Fitch or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event); or
 
(ix)          with respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3” from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days, as the case may be; or
 
(x)           the Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer or the Special Servicer after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver the items required to be delivered by this Agreement to enable the Certificate Administrator or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization Trust is subject to the reporting requirements of Regulation AB or the
 
 
-317-
 
 
Exchange Act, fail to deliver any Exchange Act reporting items required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant to Article X of this Agreement, in the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure to comply with Article X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure to comply with Article X (any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(xi) shall be terminated at the direction of the Depositor);
 
then, and in each and every such case, so long as a Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written direction of the Holders of at least 25% of the aggregate Voting Rights of all Certificates (or, solely in the case of a Serviced Loan Combination, upon the written direction of an affected Serviced Companion Loan Holder) to the Trustee, then the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii) or (ix) above if the failure, default or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on the part of the Master Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the Special Servicer, be able to require termination of the Special Servicer with respect to, but only with respect to, the related Serviced Loan Combination.
 
In the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the Master Servicer shall also be terminated as Special Servicer.
 
(b)           If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under Section 7.01(a)(viii) or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Loan Combinations under this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to
 
 
-318-
 
 
enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash bid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however, that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time period) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.
 
Upon the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring servicing).
 
The Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations, which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.
 
If the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.
 
(c)           In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”), terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combination and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder) or the Mortgage Loans and Serviced Loan Combination or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute
 
 
-319-
 
 
and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Loan Combination and related documents, or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01, to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting the termination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any Loan Combination Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage Loans and Serviced Loan Combination, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.
 
(d)           Notwithstanding Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c), or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master
 
 
-320-
 
 
Servicer may not be terminated in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion Loan Holder, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Loan Combination is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this Agreement with respect to the related Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Loan Combination calculated at 0.0025% per annum with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a) may be terminated without cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that such Serviced Loan Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.
 
(e)           If the Trustee, the Certificate Administrator or the Master Servicer has received written notice (which, for the purposes of this clause (e), shall include any publications by Moody’s, Fitch or KBRA of which the Trustee, the Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from Moody’s, Fitch or KBRA that the Master Servicer no longer is an approved master servicer then such party shall promptly notify the others and the Special Servicer, and the Certificate Administrator shall notify the related Serviced Companion Loan Holder of the same.
 
Section 7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02, be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating
 
 
-321-
 
 
thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding the above and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of Certificates entitled to at least 25% of the aggregate Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that, prior to the occurrence and continuance of a CCR Control Termination Event, the Controlling Class Representative shall have the right (and prior to the occurrence and continuance of a related Outside Control Termination Event, an Outside Controlling Note Holder shall have the right) to approve any such successor Special Servicer with respect to the applicable Serviced Loan(s) for which it is the Directing Holder. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information with respect to the successor Special Servicer as
 
 
-322-
 
 
set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; provided, further that, for so long as no CCR Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative (and, if a Serviced Outside Controlled Pari Passu Loan Combination is affected and no related Outside Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the related Outside Controlling Note Holder) prior to the appointment of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
 
If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.
 
Section 7.03     Notification to Certificateholders.
 
(a)           Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, to the Rule 17g-5 Information Provider.
 
(b)           Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the notice information for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, to the Rule 17g-5 Information
 
 
-323-
 
 
Provider notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating Advisor Termination Event shall have been cured or waived.
 
Section 7.04     Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection Account or the Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.
 
Section 7.05     Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of a Special Servicer, with respect to the related Serviced Loan Combination only, by each affected Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing,
 
 
-324-
 
 
(a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders of the affected Classes (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class” for such purpose), and (b) a Servicer Termination Event under Section 7.01(a)(x) of this Agreement may be waived only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.
 
The foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan Holder will be entitled to request that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan Holder’s request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced, to replace, within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced Loan Combination. In connection with the Master Servicer’s appointment of a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall be responsible for all duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this Agreement with respect to the applicable Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the related Mortgage Loan calculated at 0.0025% per annum. Such Sub-Servicing Agreement (a) may be terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer shall become the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced Loan Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the
 
 
-325-
 
 
sub-servicer appointed under this Section 7.05, the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.
 
Section 7.06     Termination of the Operating Advisor.
 
(a)             An “Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:
 
(i)             any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;
 
(ii)           any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied for a period of 30 days;
 
(iii)          any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30 days;
 
(iv)          a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days;
 
(v)           the Operating Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or
 
(vi)          the Operating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable
 
 
-326-
 
 
insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.
 
Upon receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which the Depositor becomes aware.
 
(b)           Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Operating Advisor and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Operating Advisor. Upon the written direction of holders of Certificates evidencing more than 50% of the Voting Rights of the Non-Reduced Certificates that exercise their right to vote (provided that Holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee shall terminate all of the rights and obligations of the Operating Advisor under this Agreement by notice in writing to the Operating Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions. As between the Operating Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.
 
 
-327-
 
 
(c)           On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in Section 6.04(b) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the case of a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that if the Trustee is the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Operating Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Depositor and, with respect to each Serviced Loan as to which a Consultation Termination Event does not exist, the related Directing Holder within one Business Day of such appointment, and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b) of this Agreement, the appointment of the Operating Advisor shall not be subject to the vote, consent or approval of the holder of any Class of Certificates.
 
The Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor and the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until a replacement Operating Advisor is appointed hereunder.
 
(d)           Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor and, prior to the occurrence and continuance of an applicable Consultation Termination Event, the related Directing Holder and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or is terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such resignation or termination (including the right to receive all
 
 
-328-
 
 
amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such resignation or termination).
 
ARTICLE VIII
 
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
 
Section 8.01     Duties of the Trustee and the Certificate Administrator.
 
(a)           The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty.
 
(b)           Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders.
 
 
-329-
 
 
(c)           Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith; and provided, further, that:
 
(i)            Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements of this Agreement without responsibility for investigating the contents thereof;
 
(ii)           Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
 
(iii)          Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement;
 
(iv)          Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the
 
 
-330-
 
 
Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement;
 
(v)           Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder;
 
(vi)          Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Beneficial Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and
 
(vii)         Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
 
None of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer or the Certificate Administrator under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
 
 
-331-
 
 
and privileges of, the Master Servicer, the Special Servicer or the Certificate Administrator in accordance with the terms of this Agreement. None of the provisions contained in this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its discretion).
 
(d)           The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of whether a CCR Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within 10 Business Days of such request.
 
Section 8.02     Certain Matters Affecting the Trustee and the Certificate Administrator.
 
(a)           Except as otherwise provided in Section 8.01 of this Agreement:
 
(i)           Each of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;
 
(ii)          Each of the Trustee and the Certificate Administrator may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
 
(iii)         (A)           Neither the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities which may be incurred therein or thereby; and
 
 (B)           the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the Certificate
 
 
-332-
 
 
Administrator shall be answerable for other than its negligence or willful misconduct in the performance of any such act;
 
provided that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;
 
(iv)          Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
 
(v)           Neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;
 
(vi)          Each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and
 
(vii)         For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual knowledge of such event.
 
 
-333-
 
 
(b)           Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable, shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution) to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.
 
(c)           All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator, as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.
 
Neither the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of this Agreement.
 
(d)           Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war).
 
(e)            Each of the Certificate Administrator, Custodian, Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded to the Trustee hereunder in the same manner as if such party were the named Trustee herein mutatis mutandis.
 
(f)           Notwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Trustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted e-mail communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.
 
(g)           No provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted
 
 
-334-
 
 
would violate applicable law binding upon it (which determination may be based on Opinion of Counsel).
 
(h)           In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying information and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator, as applicable, to comply with Applicable Law.
 
Section 8.03     Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates) shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity, enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach
 
 
-335-
 
 
thereof; any investment of moneys by or at the direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund property that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor, the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted by applicable law.
 
Section 8.04     Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking
 
 
-336-
 
 
transactions, with the same rights it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.
 
Section 8.05     Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.
 
(a)           As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled.
 
(b)           Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however, that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.
 
The Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith of the Trustee.
 
 
-337-
 
 
(c)           Each of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, any employee, director or officer of the Depositor, and the Trust Fund and hold the Depositor, any employee, director or officer of the Depositor, and the Trust Fund harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations or warranties contained herein.
 
 
-338-
 
 
(d)           The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section 7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.
 
(e)           Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.
 
(f)             This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.
 
Section 8.06     Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A” by Fitch and (B) “A1” by
 
 
-339-
 
 
Moody’s (or “A2” by Moody’s if the Trustee has a short term debt rating of at least “P-1” from Moody’s; provided, however, that solely with respect to Deutsche Bank Trust Company Americas as the initial Trustee, for so long as the Master Servicer maintains a rating on its unsecured long term debt of at least “A2” by Moody’s and a short term debt rating of at least “P-1” from Moody’s, the initial Trustee will be deemed to have met the eligibility requirement in this clause (i)(B) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Moody’s and a short term debt rating of at least “P-2” from Moody’s) (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Moody’s (or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.
 
Section 8.07     Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificateholders, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable, shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee).
 
 
-340-
 
 
If at any time either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders.
 
In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; provided that if the Trustee or the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of the Mortgage Files) of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.
 
Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.
 
 
-341-
 
 
Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass Through Certificates, Series 2015-GC29” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no CCR Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a CCR Control Termination Event but prior to the occurrence and continuance of a CCR Consultation Termination Event, after consultation with the Controlling Class Representative).
 
Section 8.08     Successor Trustee or Successor Certificate Administrator.
 
(a)           Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06.
 
 
-342-
 
 
Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.
 
(b)           Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.
 
Section 8.09     Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity shall be eligible under the provisions of Section 8.06 without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
 
Section 8.10     Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund, the assets thereof or any property securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s) arises from any change in the identity, organization, status, power, conflicts, internal policy or other development with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change in applicable law or the identity, status or power of the Trust Fund; provided, however, that in the event the need to appoint such co-trustee(s) arises from a combination of or none of the events described in clause (i) and clause (ii), the expense will be split evenly between the Trustee and the Trust Fund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.
 
 
-343-
 
 
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee solely at the direction of the Trustee.
 
The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee or co-trustee.
 
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate trustee or co-trustee be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate trustee or co-trustee that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.
 
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
 
Section 8.11     Access to Certain Information.
 
(a)           The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
 
 
-344-
 
 
(b)           The Certificate Administrator (or, in the case of the Mortgage Files, the Trustee) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator (or the Trustee, as applicable) in electronic format):
 
(i)            the Prospectus and the Prospectus Supplement;
 
(ii)           this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
 
(iii)          all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
 
(iv)          all Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders pursuant to Section 4.02 of this Agreement since the Closing Date;
 
(v)          the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
 
(vi)          the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
 
(vii)         the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;
 
(viii)        any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i) and (ii) thereof was satisfied;
 
(ix)          the Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Trustee (or a Custodian on its behalf) pursuant to Section 3.24 of this Agreement;
 
(x)           the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
 
 
-345-
 
 
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 4.02(b) of this Agreement;
 
(xi)           any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
 
(xii)         notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments of successors thereto);
 
(xiii)         all Special Notices;
 
(xiv)        any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and
 
(xv)         any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.
 
The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence.
 
The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
 
ARTICLE IX
 
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
 
Section 9.01     Termination; Optional Mortgage Loan Purchase.
 
(a)           The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or
 
 
-346-
 
 
REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
(b)           In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be terminated and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that the assets of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.
 
(c)           The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding the amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
 
 
-347-
 
 
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).
 
(d)    If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made (i) to the Holders of outstanding Regular Certificates, and to the Trustee in respect of the Lower-Tier Regular Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate Principal Amount or Lower-Tier Principal Balance, as applicable, of each such Class of Certificates and Lower Tier Regular Interest, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement (or, if no such Regular Certificates or any Class PEZ Regular Interests are then outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates, of any amount remaining in the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Excess Interest Distribution Account, the Exchangeable Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as applicable, in any case, following the later to occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust Fund.
 
(e)    Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer, the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days, and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:
 
 
-348-
 
 
(i)            specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes specified therein;
 
(ii)           specify the amount of any such final distribution, if known; and
 
(iii)          state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office of the Paying Agent therein specified.
 
If the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each affected Certificateholder.
 
(f)           Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.
 
(g)           For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate Principal Amount of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).
 
(h)           Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class PEZ Regular Interests are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Certificates (but excluding the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by
 
 
-349-
 
 
giving written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Principal Amount of the then-outstanding Sequential Pay Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event that the Remaining Certificateholder elects to exchange all of the Certificates (other than the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) remaining in the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, the Exchangeable Distribution Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of all remaining Certificates (other than the Class S and Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Remaining Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments to Certificateholders and Serviced Companion Loan Holders, sending of certain notices, the maintenance of books and records and the preparation and filing of final tax returns), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Principal Amount of its remaining Certificates (other than the Class S and Class R Certificates), plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties (or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.
 
ARTICLE X
 
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
 
Section 10.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of this Agreement is to facilitate
 
 
-350-
 
 
compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
 
Section 10.02     Succession; Sub-Servicers; Subcontractors.
 
(a)           For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer or any such Sub-Servicer, the Master Servicer (other than if pursuant to an appointment under Section 7.01 or Section 7.02 of this Agreement) or the Special Servicer, as applicable, shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and each such Other Depositor, all information relating to such successor servicer reasonably requested by the Depositor or any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).
 
 
-351-
 
 
(b)           For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”) utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written description (in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor to comply with the provisions of Section 10.09 and Section 10.10 of this Agreement to the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 10.09 and Section 10.10 of this Agreement, in each case, as and when required to be delivered.
 
(c)           For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior to the effective date of such engagement. Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).
 
 
-352-
 
 
 
(d)           For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that, as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected at least five (5) Business Days prior to the effective date of such amendment, modification or assignment (or if such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement). Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).
 
(e)           For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).
 
Section 10.03     Filing Obligations.
 
(a)           The Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of
 
 
-353-
 
 
a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
 
(b)           In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
 
Section 10.04     Form 10-D Filings.
 
(a)           Within 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on
 
 
-354-
 
 
behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph, be (i) reported by the parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval.
 
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party) in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D with respect to the Trust; provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph.
 
 
-355-
 
 
The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant to Section 6(i) of the applicable Loan Purchase Agreement.
 
(b)           After preparing a Form 10-D with respect to the Trust, the Certificate Administrator shall forward electronically a copy of such Form 10-D to the Depositor for review. Within two (2) Business Days after receipt of such copy, but no later than the 9th calendar day after the related Distribution Date or, if the 9th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. Within two (2) Business Days after receipt of such copy, but no later than two (2) Business Days prior to the 15th calendar day after the related Distribution Date, an officer of the Depositor shall sign the Form 10-D with respect to the Trust and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-D with respect to the Trust cannot be filed on time or if a previously filed Form 10-D with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate Administrator will make available on its internet website a final executed copy of each Form 10-D with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.04 related to the timely preparation and filing of Form 10-D with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.04. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-D with respect to the Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
 
 
-356-
 
 
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.
 
(c)           Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.04(b) of this Agreement.
 
Section 10.05     Form 10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing within 90 days after December 31, 2015, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such Form 10-K with respect to the Trust shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth in this Agreement:
 
(i)           an annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as described under Section 10.08;
 
(ii)          (A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.09; and
 
(B)           if any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance with Servicing Criteria described under Section 10.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;
 
(iii)         (A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10; and
 
(B)           if any registered public accounting firm attestation report described under Section 10.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included; and
 
 
-357-
 
 
(iv)        a certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization.
 
Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
 
Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement.
 
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing in March 2015, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement applicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if
 
 
-358-
 
 
received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this paragraph.
 
After preparing a Form 10-K with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K to the Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form 10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect to the Trust and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K with respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The parties to this
 
 
-359-
 
 
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K with respect to the Trust is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Section 10.05. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-K with respect to the Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.
 
(b)           Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.05(a) of this Agreement.
 
Section 10.06     Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 15 in the year immediately following the year as to which such Form 10-K relates or, if March 15 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5 and Exhibit Y-6, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Trust Loan serviced under the applicable Other Pooling and Servicing Agreement, the Master Servicer will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance to the applicable certification from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person
 
 
-360-
 
 
pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
 
Section 10.07     Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K with respect to the Trust in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) that is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K with respect to the Trust, absent such reporting, direction and approval.
 
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable (ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit W, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K with respect to the Trust; provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of its obligations to provide Form 8 K Disclosure Information that is true and accurate in all material respects and in
 
 
-361-
 
 
compliance with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.
 
Upon receipt of any notice of execution of an Other Pooling and Servicing Agreement with respect to an Outside Serviced Trust Loan or notice of any Reportable Event with respect to any Outside Service Provider of an Outside Serviced Trust Loan, the Trustee or the Certificate Administrator, as the case may be, shall promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.
 
After preparing any Form 8-K with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no event earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph). Promptly, but no later than the close of business on the third Business Day after the related Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon on the fourth Business Day after the related Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K with respect to the Trust and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K with respect to the Trust cannot be filed on time or if a previously filed Form 8-K with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate Administrator will, make available on its internet website a final executed copy of each Form 8-K with respect to the Trust, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.07 related to the timely preparation and filing of Form 8-K with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any Form 8-K with respect to the Trust, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
 
 
-362-
 
 
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
 
In the case of a Form 8-K that is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the proposed successor Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information) required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the initial Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus Supplement and/or any other disclosure materials relating to this Trust.
 
Section 10.08     Annual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 15 of each year, commencing in March 2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to
 
 
-363-
 
 
the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered.
 
With respect to each Outside Serviced Trust Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall request, and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such terms are defined in the applicable Other Pooling and Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth in the Other Pooling and Servicing Agreement.
 
Section 10.09     Annual Reports on Assessment of Compliance With Servicing Criteria.
 
(a)           On or before March 15 of each year commencing in March 2016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer
 
 
-364-
 
 
used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.
 
Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.
 
(b)           On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for such party.
 
(c)           No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31 of each calendar year.
 
(d)           In the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make, an Advance
 
 
-365-
 
 
during the applicable period) or the Operating Advisor is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement with respect to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make, an Advance during such period of time) or the Operating Advisor was subject to this Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.
 
With respect to each Outside Serviced Trust Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in this Section 10.09 and the attestation described in Section 10.10.
 
Section 10.10     Annual Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in March 2016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer and after the occurrence and during the continuance of a CCR Control Termination Event) and the Depositor, and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion
 
 
-366-
 
 
that such Reporting Servicer has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.
 
Promptly after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.
 
Section 10.11     Significant Obligors
 
(a)           It is hereby acknowledged the portfolio of Mortgaged Properties related to the Selig Office Portfolio Mortgage Loan is a Significant Obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for such Mortgaged Properties, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed with respect to the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Loan Documents (which, for the avoidance of doubt, is 45 calendar days following the end of each fiscal quarter of the related Mortgagor or 85 calendar days following the end of each fiscal year of the related Mortgagor, as applicable, as set forth in Sections 5.12 and 5.13 of the related loan agreement), or on each Form 10-K filed with respect to the Trust, as applicable. After receipt of the updated net operating income information, the Master Servicer shall update the following columns of the CREFC® Loan Periodic Update File for (i) the next applicable Distribution Date if the Master
 
 
-367-
 
 
Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references and field numbers may change from time to time.
 
If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of the Significant Obligor with respect to the Selig Office Portfolio Mortgage Loan within ten (10) Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify the Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan Documents.
 
The Master Servicer shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to the Selig Office Portfolio Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor.
 
If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D with respect to the Trust or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor.
 
(b)           With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes such Serviced Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Exchange Act
 
 
-368-
 
 
Reporting Party of such Other Securitization Trust and (y) update the following columns of the CREFC® Loan Periodic Update File related to such “significant obligor” for (i) the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references and field numbers may change from time to time.
 
If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the applicable Other Depositor with respect to such Other Securitization Trust that includes the related Serviced Companion Loan (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan Documents.
 
The Master Servicer shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the related Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.
 
Section 10.12     Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform its obligations under this Article X; (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article X; (iii) any untrue statement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing
 
 
-369-
 
 
Function Participant, Additional Servicer or Subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described in this Article X, or the omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (provided that any such consultation shall be nonbinding); (iv) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with respect to such Indemnifying Party.
 
In addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor as necessary for the Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).
 
In connection with comments provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If such election
 
 
-370-
 
 
is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission and copy the Depositor or any Other Depositor on all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related to the foregoing shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.
 
The Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses (including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by a Servicer (as defined in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c), or (iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.
 
 
-371-
 
 
If the indemnification provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X (or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 10.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator.
 
Section 10.13     Amendments. This Article X may be amended by the parties hereto pursuant to Section 11.07 of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.
 
Section 10.14     Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943 e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or to such other address(es), facsimile numbers and/or electronic mail addresses as may be designated by the Depositor.
 
Section 10.15     Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the Certificate
 
 
-372-
 
 
Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.
 
Section 10.16     Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X; provided that such termination shall not be effective until a successor master servicer or special servicer, as applicable, shall have accepted the appointment.
 
Section 10.17     Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as
 
 
-373-
 
 
applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.
 
Section 10.18     Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.
 
(a)           Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation of receipt of such written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such period shall not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.08, Section 10.09 and Section 10.10 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect; provided further, that this notice requirement does not apply to any Serviced Companion Loan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under this Article X in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article X with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided that no such confirmation will be required in connection with any delivery of the items contemplated by Section 10.08, Section 10.09 and Section 10.10 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that
 
 
-374-
 
 
such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.
 
(b)           Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus Supplement (updated as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor or the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced Companion Loan.
 
(c)           The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused to be paid by the Other Depositor or the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus Supplement and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.
 
(d)           Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information (including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus Supplement and/or any other disclosure materials relating to this Trust.
 
 
-375-
 
 
In the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2015-GC29 securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the related Other Depositor or the applicable Serviced Companion Loan Holder that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.
 
In the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.
 
Section 10.19     Termination of Exchange Act Filings With Respect to the Trust. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law, to suspend its Exchange Act filings with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement under Section 10.04, Section 10.05, Section 10.06 and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations under this Article X shall recommence.
 
ARTICLE XI
 
MISCELLANEOUS PROVISIONS
 
Section 11.01     Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.
 
 
-376-
 
 
Section 11.02     Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
 
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
 
No Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting Rights of any Class of Certificates affected thereby (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class” for such purpose) shall have made written request upon the Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
 
Section 11.03     Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
 
 
-377-
 
 
Section 11.04     Notices. Unless otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally delivered, (b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery service and received by the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed upon by the parties) and received by the addressee or (e) only with respect to any addressee of any party for which an electrionic mail address is set forth below, sent by electronic mail (provided, however, any notice provided by electronic mail shall not be considered delivered until receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following address(es), to: (i) in the case of the Depositor, Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, fax number (646) 862-8988, and with an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com; (ii) in the case of the Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, fax number: (913) 253-9001, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150, Attention: Kenda K. Tomes, fax number: (816) 412-9338, and with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com; (iii) in the case of the Special Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, fax number: (913) 253-9001, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150, Attention: Kenda K. Tomes, fax number: (816) 412-9338, and with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com; (iv) in the case of the Certificate Administrator, Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust - CGCMT 2015-GC29, fax number: (212) 816-5527, and with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com; (v) in the case of the Trustee, Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, California, 92705-4934, Attention: Trust Administration – CI1529, fax number (714) 247-6022, and with respect to e-mail pursuant to Section 11.06 and Section 11.13 of this Agreement, at holder.inquiry@db.com and with respect to any notice or delivery of information under Article X of this Agreement, by facsimile to (714) 656-2631 and by e-mail to dbsec.notifications@db.com; (vi) in the case of the Operating Advisor, Situs Holdings, LLC, 2 Embarcadero, Suite 1300, San Francisco, California 94111, Attention: Stacey Ciarlanti, Vice President, with a copy to Situs Holdings, LLC, 5065 Westheimer Suite 700E, Houston, Texas 77052, Attention: Legal Department, and with respect to e-mail pursuant to this Agreement, at Stacey.Ciarlanti@situs.com with a copy to legal@situs.com; (vii) in the case of the Rating Agencies: (a) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 553 0300, (b) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York 10022, Attention: CMBS Surveillance, fax
 
 
-378-
 
 
number: (646) 731 2395, and (c) Fitch Ratings, Inc., One State Street Plaza, 31st Floor, New York, New York 10004, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 635 0295; (viii) in the case of the Mortgage Loan Sellers, (a) Citigroup Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com, (b) Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com, (c) Rialto Mortgage Finance, LLC, 299 Park Avenue, 6th Floor, New York, New York 10171, Attention: Kenneth M. Gorsuch, Executive Director, and (d) FCRE REL, LLC, 623 Fifth Avenue, 24th Floor, New York, New York 10022, Attention: Mary F. Davenport, Executive Vice President, Mary.Davenport@FreedomMortgage.com, facsimile number (212) 702-8703; with a copy sent via overnight mail, hand delivered, couriered or sent by facsimile transmission or electronic mail to FCRE REL, LLC, c/o Freedom Mortgage Corporation, Attention: Chief Corporate Counsel, 907 Pleasant Valley Avenue, Mount Laurel, New Jersey 08054, David.Altman@FreedomMortgage.com, facsimile number 866-656-3365; (ix) in the case of the Underwriters, (a) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com; (b) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com; (c) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, e-mail: lainie.kaye@db.com, facsimile number: (212) 797-4487; and (d) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John D. Kerin, Director of Debt Syndicate, fax number: (646) 412-1500; (x) in the case of the Initial Purchasers, (a) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com; (b) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com; (c) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, e-mail: lainie.kaye@db.com, facsimile number: (212) 797-4487; and (d) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John D. Kerin, Director of Debt Syndicate, fax number: (646) 412-1500; and (xi) in the case of the initial Controlling Class Representative, Eightfold Real Estate Capital, L.P., 1111 Lincoln Road, Suite 802, Miami Beach, Florida 33139, Attention: Brian Tageson, email:
 
 
-379-
 
 
btageson@eightfold.com; or as to each such Person such other address or e-mail address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register. Any communication required or permitted to be delivered to a Beneficial Owner shall be deemed to have been duly given to the extent delivered through the Depository. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Notwithstanding anything contained in this Section 11.04 to the contrary, nothing in this Section 11.04 shall constitute consent by any party hereto to service of process upon such party by facsimile transmission, electronic mail or any other type of electronic transmission.
 
Section 11.05     Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
 
Section 11.06     Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.
 
(a)           The Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator has actual knowledge, and the Rule 17g-5 Information Provider shall promptly upload such notice to the Rule 17g-5 Information Provider’s Website within two (2) Business Days and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:
 
(i)            any material change or amendment to this Agreement;
 
(ii)           the occurrence of any Servicer Termination Event that has not been cured;
 
(iii)          the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator or any Outside Servicer, Outside Special Servicer or Outside Trustee;
 
(iv)          the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;
 
(v)           the final payment to any Class of Certificateholders;
 
 
-380-
 
 
(vi)          any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account or any Distribution Account;
 
(vii)         any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and
 
(viii)        any change in the lien priority of a Mortgage Loan.
 
(b)           The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the terms of this Agreement), and the Rule 17g-5 Information Provider shall promptly upload such documents to the Rule 17g-5 Information Provider’s Website within two (2) Business Days, and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:
 
(i)            each of its annual statements as to compliance described in Section 10.09 of this Agreement;
 
(ii)           each of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;
 
(iii)          a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02; and
 
(iv)          upon request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.
 
(c)           The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to the terms of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format), and the Rule 17g-5 Information Provider shall promptly upload such documents to the Rule 17g-5 Information Provider’s Website within five (5) Business Days.
 
 
-381-
 
 
(d)           After any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information Provider’s Website pursuant to Sections 11.06(a), 11.06(b) or 11.06(c), the Rule 17g-5 Information Provider may send such posted notice, document or item to a Registered Rating Agency.
 
Section 11.07     Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
(i)            to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
(ii)           to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
(iii)          to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
(iv)          to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;
 
(v)           to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
-382-
 
 
(vi)          to modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under this Agreement); provided, further that notice of such modification is provided to all parties to this Agreement;
 
(vii)         to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
(viii)        in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement (A) to the extent necessary to effect the qualification of this Agreement under the TIA or under any similar federal statute hereafter enacted and to add to this Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of this Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided, further that no amendment pursuant to any of clauses (i)-(viii) above may be made that would:  (i) reduce the consent or consultation rights or the right to receive information under this Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under this Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
This Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
(i)            reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of
 
 
-383-
 
 
any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable;
 
(ii)           reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding;
 
(iii)          change in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;
 
(iv)          change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;
 
(v)           without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under this Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;
 
(vi)          adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
 
(vii)         adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent; or
 
(viii)        change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
In the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.07 shall be effective with the consent of the Trustee, the Operating Advisor, the Certificate Administrator, the Custodian (if the Trustee is then acting as Custodian), the Special Servicer, the Master Servicer, in writing, and to the extent required by this Section, the Certificateholders, the Serviced Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, the Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Certificate Administrator, the Custodian (if the Trustee is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the Certificate Administrator and shall furnish written notification of the substance of such amendment to each Certificateholder, as applicable, and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. It shall not be necessary for the consent of Certificateholders or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, under this Section 11.07 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or the
 
 
-384-
 
 
Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, however, that such method shall always be by affirmation and in writing.
 
Notwithstanding any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Trustee is then acting as Custodian), and/or the Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i) or (ii) of the first sentence of this Section, then at the expense of the Trust Fund), to the effect that such amendment will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Trustee is then acting as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i), (ii), (iii) or (v) (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense of the Trust Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent to such amendment are satisfied. Each of the Trustee, the Custodian (if the Trustee is then acting as Custodian) and the Certificate Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the Custodian’s (if the Trustee is then acting as Custodian) or the Certificate Administrator’s, as applicable, own rights, duties or immunities under this Agreement. The party requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider, for posting on the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, prior written notice of such proposed amendment.
 
Section 11.08     Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time to time in the Collection Account, each Distribution Account,
 
 
-385-
 
 
the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 11.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.
 
Section 11.09     Third-Party Beneficiaries. Except as provided in the next sentence, no Persons other than a party to this Agreement, any Serviced Companion Loan Holder (unless it is the Mortgagor under the applicable Serviced Companion Loan or an Affiliate thereof) and any Certificateholder, shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and its rights under Section 2.02, Section 5.03 and Section 11.07 of this Agreement), any Serviced Companion Loan Holder, any Mortgage Loan Seller (with respect to its rights under Section 2.03(a), Section 2.03(b), Section 2.03(c), Section 3.09(d)(i), Section 11.07 and Section 11.16 of this Agreement and its rights as a Privileged Person), any Other Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement) and, subject to Section 11.02 of this Agreement, any Certificateholder (which are intended third-party beneficiaries of this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such Serviced Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.
 
Without limiting the foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan is an intended third-party beneficiary of this Agreement.
 
Section 11.10     Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to be delivered to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement, such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder, as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information may be requested. The notice shall set forth the applicable Sections where such reports and information are requested.
 
Section 11.11     Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 
Section 11.12     Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF
 
 
-386-
 
 
THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.
 
Section 11.13     Exchange Act Rule 17g-5 Procedures.
 
(a)           Except as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website within two (2) Business Days of receipt (or, if the responding party is the Rule 17g-5 Information Provider, within two (2) Business Days of preparation) of such response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.
 
(b)           To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website within two (2) Business Days of receipt (or, if the applicable party is the Rule 17g-5 Information Provider, within two (2) Business Days of preparation) of
 
 
-387-
 
 
such written information or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision.
 
(c)           Notwithstanding the provisions of Section 11.13(a) or Section 11.13(b)of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be in writing (which writing may be electronic mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall follow if it elects (in its sole discretion) to provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5.
 
(d)           Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 11.06, Section 11.13(a), Section 11.13(b), Section 11.13(c), Section 11.13(g) or Section 11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).
 
(e)           None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the
 
 
-388-
 
 
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website.
 
(f)            None of the foregoing restrictions in this Section 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider and has been uploaded on to the Rule 17g-5 Information Provider’s Website.
 
(g)           The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 11.13 and Section 11.06 of this Agreement.
 
(h)           The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject reference of “CGCMT 2015-GC29” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial):
 
(A)          all items delivered to the Rule 17g-5 Information Provider pursuant to Section 11.06;
 
(B)          all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Section 11.13(a) and (b); and
 
(C)          any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.
 
 
-389-
 
 
The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to the Rule 17g-5 Information Provider’s Website. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to (800) 422-2066 and ratingagencynotice@citi.com (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate).
 
In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading of “CGCMT 2015-GC29” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence.
 
(i)            In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer of when such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the
 
 
-390-
 
 
Rule 17g-5 Information Provider’s Website and (b) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.
 
Section 11.14     Precautionary Trust Indenture Act Provisions.
 
In the event that the Depositor, upon consultation with the Trustee, notifies the parties to this Agreement that it has determined that the TIA applies to this Agreement or that that qualification under the Trust Indenture Act of 1939, as amended (the “TIA”), or any similar federal statute hereafter enacted is required (any such determination by the Depositor, a “TIA Applicability Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA (assuming such section is then in effect), the provisions of Sections 310 to and including Section 317 of the TIA that impose duties on any person shall be part of and govern this Agreement, whether or not physically contained herein, as and to the extent provided in Section 318 of the TIA; provided, however, that it shall be deemed that the parties to this Agreement have agreed that, to the extent permitted under the TIA, this Agreement shall expressly exclude any non-mandatory provisions that (x) conflict with the provisions of this Agreement or would otherwise alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility of any party hereto; (ii) the parties agree to cooperate in good faith with the Depositor to make such amendments to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to effect the qualification of this Agreement under the TIA or such similar statute and to add to this Agreement such other provisions as may be expressly required by the TIA or as may be determined by the parties to be beneficial for compliance with the TIA; and (iii) upon the direction of the Depositor, the Trustee shall file a Form T-1 or such other form as the Depositor informs the Trustee is required, with the Commission or other appropriate institution.
 
Section 11.15     Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements.
 
It is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion, of the Loan Documents, to permit the related Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC
 
 
-391-
 
 
Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under this Section 11.15, such document shall be in form and substance reasonably acceptable to the Trustee.
 
Section 11.16     PNC Bank, National Association.
 
PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.
 
[Signature Pages Follow]

 
-392-
 
 
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and year first above written.
     
 
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor
     
 
By:
 /s/ Richard W. Simpson
   
Name: Richard W. Simpson
   
Title: Authorized Signatory
     
 
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer
     
 
By:
 /s/ David A. Eckels
   
Name: David A. Eckels
   
Title: Senior Vice President
     
 
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer
     
 
By:
 /s/ David A. Eckels
   
Name: David A. Eckels
   
Title: Senior Vice President

CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
 
SITUS HOLDINGS, LLC, as Operating Advisor
     
 
By:
 /s/ George Wisniewski
   
Name: George Wisniewski
   
Title: Senior Managing Director
     
 
CITIBANK, N.A., as Certificate Administrator
     
 
By:
/s/ Cirino Emanuele
   
Name: Cirino Emanuele
   
Title: Vice President
     
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
     
 
By:
 /s/ Gisselle Picard
   
Name: Gisselle Picard
   
Title: Associate
     
 
By:
 /s/ Karlene Benvenuto
   
Name: Karlene Benvenuto
   
Title: Assistant Vice President
 
CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
STATE OF )  
  ) ss:  
COUNTY OF  )  
 
On this 13 day of April 2015, before me, the undersigned, a Notary Public in and for the State of NY, duly commissioned and sworn, personally appeared Richard Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the VP of CCMSI, a NY LLC, the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of said entity and on behalf of such entity.
 
WITNESS my hand and seal hereto affixed the day and year first above written.
 
    /s/ Nannette L. Edwards  
    Notary Public in and for the
State of New York		  
 
My Commission expires:
Nannette L. Edwards
 
Notary Public, State of New York
 
No. 01ED6158862
 
Qualified in Queens County
 
Commission Expires Jan. 08, 2019
 
[NOTARIAL SEAL]
 
CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
STATE OF KANSAS   )  
  ) ss.:  
COUNTY OF JOHNSON   )  
 
On this 9th day of April 2015, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, the entity described in and that executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.
 
WITNESS my hand and seal hereto affixed the day and year first above written.
 
    /s/ Brent Kinder  
    Notary Public in and for the
State of Kansas		  
       
   
BRENT KINDER
NOTARY PUBLIC – State of Kansas
My Appt. Exp. January 30, 2018
  
 
CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT  CIVIL CODE §1189
 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
State of California  )  
  )  
County of San Francisco  )  
 
On 4/8/2015 before me, Ana Sanz, Notary Public, personally appeared George Wisniewski, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
   
 
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
   
 
WITNESS my hand and official seal.
   
  Signature:      /s/ Ana Sanz  
    Signature of Notary Public
 
CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
STATE OF NEW YORK )  
  ) ss.:  
COUNTY OF NEW YORK  )  
 
On this 7th day of April 2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Cirino Emanuele, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is the Vice President of Citibank, N.A., a National Association, the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of said entity and on behalf of such entity.
 
WITNESS my hand and seal hereto affixed the day and year first above written.
 
      /s/ Noreen Santos  
   
Notary Public in and for the
State of New York
  
       
 
NOREEN SANTOS
  
 
Notary Public, State of New York
  
 
Registration #01SA6228750
  
 
Qualified in Nassau County
  
 
Certificate Filed in New York County
  
 
Commission Expires September 27, 2018
  
 
My Commission expires:
 
[NOTARIAL SEAL]
 
CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
STATE OF CALIFORNIA    
COUNTY OF ORANGE
    
 
On April 8, 2015 before me, Melinda A. Pilcher a Notary Public, personally appeared Gisselle Picard & Karlene Benvenuto, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed that same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.
 
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
  WITNESS my hand and official seal.
  (SEAL)
 
    /s/ Melinda A. Pilcher  
   
Signature of Notary Public
  
 
MELINDA A. PILCHER
Commission # 2067159
Notary Public – California
Orange County
My Comm. expires May 4, 2018
 
CGCMT 2015-GC29 - Pooling and Servicing Agreement
 
 
 
 
 
EXHIBIT A-1
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-1-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-GC29, CLASS A-1
   
Pass-Through Rate:  1.450% per annum
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class A-1 Certificates:  $29,302,000
Scheduled Final Distribution Date: the Distribution Date in January 2020

CUSIP:  17323V AW5
Initial Certificate Principal Amount of this Certificate: $[_____]
   
ISIN:  US17323VAW54
  
   
Common Code:  122025497
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
A-1-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related
 
 
A-1-3
 
 
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
 
 
A-1-4
 
 
 
 
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-1-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-1-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-1-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-1-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-1-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-1-10
 
 
EXHIBIT A-2
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-2
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
3      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
4      Global Certificate legend.
 
 
A-2-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-2
   
Pass-Through Rate:  2.674% per annum
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class A-2 Certificates:  $146,427,000
Scheduled Final Distribution Date: the Distribution Date in April 2020

CUSIP:  17323V AX3
 
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:      US17323VAX38
 
Common Code:  122025535
 
  
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
A-2-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related
 
 
A-2-3
 
 
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
 
 
A-2-4
 
 
 
 
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-2-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-2-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-2-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-2-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-2-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-2-10
 

EXHIBIT A-3
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-3
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]5
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
5      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
6      Global Certificate legend.
 
 
A-3-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-3
   
Pass-Through Rate:  2.935% per annum
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class A-3 Certificates:  $220,000,000
Scheduled Final Distribution Date: the Distribution Date in March 2025

CUSIP:  17323V AY1
 
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:      US17323VAY11
 
Common Code:  122025560
 
  
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
A-3-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related
 
 
A-3-3
 
 
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
 
 
A-3-4
 
 
 
 
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-3-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-3-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-3-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-3-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-3-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-3-10
 
 
EXHIBIT A-4
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-4
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
7      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
8      Global Certificate legend.
 
 
A-4-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-4
   
Pass-Through Rate:  3.192% per annum
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class A-4 Certificates:  $334,415,000
Scheduled Final Distribution Date: the Distribution Date in April 2025

CUSIP:  17323V AZ8
 
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:      US17323VAZ85
 
Common Code:  121656418
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
A-4-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related
 
 
A-4-3
 
 
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
 
 
A-4-4
 
 
 
 
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-4-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-4-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-4-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-4-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-4-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent. 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-4-10
 
 
EXHIBIT A-5
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-AB
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]9
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

 
9      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
10     Global Certificate legend.
 
 
A-5-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-AB
   
Pass-Through Rate:  2.984% per annum
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class A-AB Certificates:  $52,822,000
Scheduled Final Distribution Date: the Distribution Date in August 2024

CUSIP:  17323V BB0
 
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:      US17323VBB09
 
Common Code:  122025594
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
A-5-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related
 
 
A-5-3
 
 
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
 
 
A-5-4
 
 
 
 
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-5-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-5-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-5-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class A-AB Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-5-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-5-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent. 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-5-10
 
 
EXHIBIT A-6
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS X-A
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4 AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST.  ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.
 
THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-6-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS X-A
     
Pass-Through Rate:  Variable IO3
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Notional Amount of the Class X-A Certificates:  $838,892,000
  
Scheduled Final Distribution Date:  the Distribution Date in April 2025

CUSIP:  17323V BF1
 
  
Initial Notional Amount of this Certificate: $[_____]
ISIN:     US17323VBF13
 
    
Common Code:  122100391
    
 
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
3 The approximate Pass-Through Rate as of the Closing Date is 1.178% per annum.
 
 
A-6-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-A Certificates for such Distribution Date, all as more fully described the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan
 
 
A-6-3
 
 
Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of
 
 
A-6-4
 
 
 
 
counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-6-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-6-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-6-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
 
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-6-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ ____________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-6-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-6-10
 
 
EXHIBIT A-7
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS X-B
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.
 
THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-7-1
 

 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS X-B
 
Pass-Through Rate:  Variable IO3
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Notional Amount of the Class X-B Certificates:  $72,704,000
  
Scheduled Final Distribution Date:  the Distribution Date in April 2025
     
CUSIP:  17323V BG9
 
  
Initial Notional Amount of this Certificate: $[_____]
ISIN:      US17323VBG95
    
 
Common Code:  122100421
    
     
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
 
3 The approximate Pass-Through Rate as of the Closing Date is 0.398% per annum.
 
 
A-7-2
 
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-B Certificates for such Distribution Date, all as more fully described the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan
 
 
A-7-3
 
 
Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of
 
 
A-7-4
 
 
 
 
counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;  (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
 
 
A-7-5
 
 
eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
 
 
A-7-6
 
 
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans  and the Serviced Companion Loans(other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-7-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
   
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-7-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-7-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-7-10
 
 
EXHIBIT A-8
 
CITIGROUP COMMERCIAL MORTAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-S
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-8-1
 
 
CITIGROUP COMMERCIAL MORTAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS A-S
 
Pass-Through Rate:  3.457% per annum
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Certificate Principal Amount of the Class A-S Certificates:  $55,926,000.  The Aggregate Initial Certificate Principal Amount of the Class A-S Certificates represents the maximum aggregate Certificate Principal Amount of the Class A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates).
  
Scheduled Final Distribution Date: the Distribution Date in April 2025

CUSIP:  17323V BC8
 
  
Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN:     US17323VBC81
 
Common Code:  122025608
 
    
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company
 
 
A-8-2
 
 
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
 
A-8-3
 
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
Subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-8-4
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-8-5
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-8-6
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-8-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-S Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class A-S Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
 
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-8-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-8-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-8-10
 
 
EXHIBIT A-9
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS B
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-9-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS B
 
Pass-Through Rate:  The lesser of 3.758% per annum and the WAC Rate
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Certificate Principal Amount of the Class B Certificates:  $72,704,000.  The Aggregate Initial Certificate Principal Amount of the Class B Certificates represents the maximum aggregate Certificate Principal Amount of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates).
  
Scheduled Final Distribution Date: the Distribution Date in April 2025
     
CUSIP:  17323V BD6
  
Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
ISIN:      US17323VBD64
 
Common Code:  122025624
    
     
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class B Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company
 
 
A-9-2
 
 
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
 
A-9-3
 
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
Subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-9-4
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-9-5
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-9-6
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-9-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
 
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-9-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-9-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-9-10
 
 
EXHIBIT A-10
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS PEZ
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-10-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS PEZ
 
Pass-Through Rate:  The Class PEZ Certificates will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Regular Interests represented by the Class PEZ Certificates.
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates: $180,362,000.  The Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange.
  
Scheduled Final Distribution Date: the Distribution Date in April 2025
     
CUSIP:  17323V BH7
  
Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
ISIN:      US17323VBH78
 
Common Code: 122100588
    
     
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class PEZ Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class PEZ Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
 
A-10-2
 
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class PEZ Certificates for such Distribution Date, all as more fully described the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class PEZ Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to
 
 
A-10-3
 
 
surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
Subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
A-10-4
 
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
 
 
A-10-5
 
 
Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if
 
 
A-10-6
 
 
applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-10-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class PEZ Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class PEZ Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
 
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-10-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class PEZ Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class PEZ Certificate of the entire Percentage Interest represented by the within Class PEZ Certificates to the above-named Assignee(s) and to deliver such Class PEZ Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-10-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-10-10
 
 
 
 
EXHIBIT A-11
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS C
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

 
1      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
2      Global Certificate legend.
 
 
A-11-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS C
 
Pass-Through Rate:  The WAC Rate3
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class C Certificates:  $51,732,000.  The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates).
Scheduled Final Distribution Date: the Distribution Date in April 2025
   
CUSIP:  17323V BE4
Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
ISIN:      US17323VBE48
 
Common Code:  122025659
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class C Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class D, Class X-D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company
 
 
3 The initial approximate Pass-Through Rate as of the Closing Date is 4.156% per annum.
 
 
A-11-2
 
 
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
 
A-11-3
 
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
Subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-11-4
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-11-5
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-11-6
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-11-7
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-11-8
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-11-9
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-11-10
 
 
EXHIBIT A-12
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS D
 
[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.

 
1      Temporary Regulation S Global Certificate legend.
 
2      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
3      Global Certificate legend.
 
 
A-12-1
 
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
A-12-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-GC29, CLASS D
 
Pass-Through Rate:  3.110% per annum
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class D Certificates:  $65,713,000
Scheduled Final Distribution Date: the Distribution Date in April 2025
   

CUSIP:  17323V AA34
               U1745E AA25
               17323V AB16
 
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:      US17323VAA357
               USU1745EAA208
               US17323VAB189
  
   
Common Code: 122100685
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class X-D, Class E, Class F, Class G, Class H,
 
 
4 For Rule 144A Certificates
 
5 For Regulation S Certificates
 
6 For IAI Certificates
 
7 For Rule 144A Certificates
 
8 For Regulation S Certificates
 
9 For IAI Certificates
 
 
A-12-3
 
 
Class R and Class S Certificates (together with the Class D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
 
 
A-12-4
 
 
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-12-5
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-12-6
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-12-7
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-12-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-12-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-12-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-12-11
 
 
EXHIBIT A-13
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS X-D
 
[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES.  ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.
 
THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
 
 
1     Temporary Regulation S Global Certificate legend.
 
2      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
3      Global Certificate legend.
 
 
A-13-1
 
 
SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
A-13-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS X-D
 
Pass-Through Rate:  Variable IO4
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Notional Amount of the Class X-D Certificates:  $65,713,000
Scheduled Final Distribution Date: the Distribution Date in April 2025
   
CUSIP:   17323V AL95
U1745E AF16
17323V AM77
 
Initial Notional Amount of this Certificate: $[_____]
ISIN:       US17323VAL998
USU1745EAF179
                US17323VAM7210
  
   
Common Code:  122105008
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
 
4 The approximate Pass-Through Rate as of the Closing Date is 1.046% per annum.
5 For Rule 144A Certificates 
6 For Regulation S Certificates 
7 For IAI Certificates 
8 For Rule 144A Certificates 
9 For Regulation S Certificates 
10 For IAI S Certificates
 
 
A-13-3
 
 
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class X-D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-D Certificates for such Distribution Date, all as more fully described the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
 
 
A-13-4
 
 
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-13-5
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-13-6
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-13-7
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-13-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-D Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class X-D Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-13-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-13-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-13-11
 
  
EXHIBIT A-14
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS E
 
[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
 
1      Temporary Regulation S Global Certificate legend.
 
2      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
3      Global Certificate legend.
 
 
A-14-1
 
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
A-14-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS E
 
Pass-Through Rate:  The WAC Rate4
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class E Certificates:  $23,769,000
Scheduled Final Distribution Date: the Distribution Date in April 2025
   
CUSIP:    17323V AC95
                 U1745E AB06
                 17323V AD77
Initial Certificate Principal Amount of this Certificate: $[_____]
   
ISIN:       US17323VAC908
                 USU1745EAB039
                 US17323VAD7310
  
   
Common Code: 122101789
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class E Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
 
 
4 The initial approximate Pass-Through Rate as of the Closing Date is 4.156% per annum.
 
5 For Rule 144A Certificates
 
6 For Regulation S Certificates
 
7 For IAI Certificates
 
8 For Rule 144A Certificates
 
9 For Regulation S Certificates
 
10 For IAI Certificates
 
 
A-14-3
 
 
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class F, Class G, Class H, Class R and Class S Certificates (together with the Class E Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
 
 
A-14-4
 
 
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-14-5
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-14-6
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-14-7
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-14-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-14-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-14-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-14-11
 
 
EXHIBIT A-15
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS F
 
[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
 
1      Temporary Regulation S Global Certificate legend.
 
2      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
3      Global Certificate legend.
 
 
A-15-1
 
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
A-15-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS F
 
Pass-Through Rate:  The WAC Rate4
  
   
First Distribution Date: May 12, 2015
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
   
Aggregate Initial Certificate Principal Amount of the Class F Certificates:  $11,185,000
Scheduled Final Distribution Date: the Distribution Date in April 2025
   
CUSIP:   17323V AE55
U1745E AC86
17323V AF27
 
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:       US17323VAE568
                USU1745EAC859
                US17323VAF2210
  
   
Common Code: 122101851
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class F Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
 
  
4 The initial approximate Pass-Through Rate as of the Closing Date is 4.156% per annum.
 
5 For Rule 144A Certificates
 
6 For Regulation S Certificates
 
7 For IAI Certificates
 
8 For Rule 144A Certificates
 
9 For Regulation S Certificates
 
10 For IAI Certificates
 
 
A-15-3
 
 
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class G, Class H, Class R and Class S Certificates (together with the Class F Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
 
 
A-15-4
 
 
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-15-5
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-15-6
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-15-7
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-15-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-15-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-15-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-15-11
 
 
EXHIBIT A-16
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS G
 
[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
 
1      Temporary Regulation S Global Certificate legend.
 
2      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
3      Global Certificate legend.
 
 
A-16-1
 
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
A-16-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS G
 
Pass-Through Rate:  The WAC Rate4
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Certificate Principal Amount of the Class G Certificates:  $15,380,000
  
Scheduled Final Distribution Date: the Distribution Date in April 2025
     
CUSIP:  
17323V AG05
U1745E AD66
17323V AH87
  
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN:
US17323VAG058
USU1745EAD689
US17323VAH8710
 
    
     
Common Code: 122102998
    
     
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class G Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class H,
 
 
4 The initial approximate Pass-Through Rate as of the Closing Date is 4.156% per annum.
 
5 For Rule 144A Certificates
 
6 For Regulation S Certificates
 
7 For IAI Certificates
 
8 For Rule 144A Certificates
 
9 For Regulation S Certificates
 
10 For IAI Certificates
 
 
A-16-3
 
 
Class R and Class S Certificates (together with the Class G Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall
 
 
A-16-4
 
 
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-16-5
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-16-6
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-16-7
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-16-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class G Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class G Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
 
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-16-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented by the within Class G Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-16-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-16-11
 

EXHIBIT A-17
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS H
 
[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1
 
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
 
[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
 
DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.
 
 
1      Temporary Regulation S Global Certificate legend.
 
2      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
 
3      Global Certificate legend.
 
 
A-17-1
 
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.
 
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
 
 
A-17-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-GC29, CLASS H
 
Pass-Through Rate: The WAC Rate4
    
     
First Distribution Date: May 12, 2015
  
Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
     
Aggregate Initial Certificate Principal Amount of the Class H Certificates: $39,148,505
  
Scheduled Final Distribution Date: the Distribution Date in April 2025
     
CUSIP:  
17323V AJ45
U1745E AE46
17323V AK17
 
  
Initial Certificate Principal Amount of this Certificate: $[_____]
ISIN: 
US17323VAJ448
USU1745EAE429
US17323VAK1710
    
     
Common Code: 122103994
    
     
No.:  [1]
    
 
This certifies that [           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class H Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G,
 
 
4 The initial approximate Pass-Through Rate as of the Closing Date is 4.156% per annum.
 
5 For Rule 144A Certificates
 
6 For Regulation S Certificates
 
7 For IAI Certificates
 
8 For Rule 144A Certificates
 
9 For Regulation S Certificates
 
10 For IAI Certificates
 
 
A-17-3
 
 
Class R and Class S Certificates (together with the Class H Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.
 
Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class H Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
 
 
A-17-4
 
 
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
A-17-5
 
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement
 
 
A-17-6
 
 
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan
 
 
A-17-7
 
 
Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-17-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class H Certificate to be duly executed.
 
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class H Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
 
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-17-9
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class H Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class H Certificate of the entire Percentage Interest represented by the within Class H Certificates to the above-named Assignee(s) and to deliver such Class H Certificate to the following address:
 
Date:      
 
 
Signature by or on behalf of Assignor(s)
 
 
Taxpayer Identification Number
 
 
A-17-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent.
     
 
By:
  
   
[Please print or type name(s)]
     
   
Title
     
   
Taxpayer Identification Number
 
 
A-17-11
 
 
EXHIBIT A-18
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS R
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE MAY ONLY BE TRANSFERRED TO AND OWNED BY A QIB.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.
 
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
 
 
A-18-1
 
 
TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.  ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.  THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.  IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.
 
TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
 
A-18-2
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS R
 
Percentage Interest:  [     ]%
  
   
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
  
   
CUSIP:  17323V AS4
 
  
ISIN:      US17323VAS43
  
   
No.:  [1]
  
 
This certifies that [           ] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Trust Loans, serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Trust Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H and Class S Certificates (together with the Class R Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
This Certificate represents the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in
 
 
A-18-3
 
 
each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
 
A-18-4
 
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will
 
 
A-18-5
 
 
 
 
not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
A-18-6
 
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
 
A-18-7
 
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-18-8
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
     
 
By:
  
   
Authorized Signatory
 
 
A-18-9
 
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number
 
 
A-18-10
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent. 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-18-11
 
 
EXHIBIT A-19
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS S
 
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,  THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
 
THIS CERTIFICATE MAY ONLY BE TRANSFERRED TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT.
 
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.
 
TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
 
 
A-19-1
 
 
CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-GC29, CLASS S
 
Percentage Interest:  [     ]%
  
   
Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in May 2015, the date that would have been its Due Date in April 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
  
   
CUSIP:  17323V AU91
       17323V AV72
 
  
ISIN:      US17323VAU983
               US17323VAV714
  
   
No.:  [1]
  
 
This certifies that [           ] [as nominee] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class S Certificates.  The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Trust Loan, serviced by the Master Servicer and the Special Servicer.  The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Trust Loan) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.  Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).
 
This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Situs Holdings, LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and Trustee.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
 
1 For Rule 144A Certificates
 
2 For IAI CertificatesFor
 
3 For Rule 144A Certificates
 
4 For IAI Certificates
 
 
A-19-2
 
 
This Certificate represents a beneficial ownership interest in certain assets of a grantor trust consisting primarily of any collections of Excess Interest and the Excess Interest Distribution Account.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.
 
The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.
 
Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount then distributable, if any, with respect to the Class S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
 
All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.  Distributions are required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.
 
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.  If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.  If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.  No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
 
This Certificate is limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.
 
As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in
 
 
A-19-2
 
 
the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.
 
This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.
 
As provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.
 
Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.
 
The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:
 
 
(i)
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
 
 
(ii)
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;
 
 
(iii)
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeabile Distribution Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
 
 
(iv)
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of
 
 
A-19-3
 
 
 
 
counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;
 
 
(v)
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
 
 
(vi)
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
 
 
(vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder; and
 
 
(viii)
in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A);
 
provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser ; or (v) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent.  Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.
 
The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and
 
 
A-19-4
 
 
Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:
 
 
(i)
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Loan Combinations, if applicable) which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,
 
 
(ii)
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,
 
 
(iii)
change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,
 
 
(iv)
change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation,
 
 
(v)
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,
 
 
(vi)
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,
 
 
(vii)
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or
 
 
(viii)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.
 
The Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
 
 
A-19-5
 
 
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).
 
Any Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.  All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder.  The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
 
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.  All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.
 
Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.
 
 
A-19-6
 
 
IN WITNESS WHEREOF, the Certificate Administrator has caused this Class S Certificate to be duly executed.
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
Dated:  April 15, 2015
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Class S Certificates referred to in the Pooling and Servicing Agreement.
 
Dated:  April 15, 2015
     
 
CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
     
 
By:
  
   
Authorized Signatory
 
 
A-19-7
 
 
ASSIGNMENT
 
FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.
 
I (we) further direct the Certificate Registrar to issue a new Class S Certificate of the entire Percentage Interest represented by the within Class S Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following address:
 
Date:         
         
 
Signature by or on behalf of Assignor(s)
     
 
Taxpayer Identification Number

 
A-19-8
 
 
DISTRIBUTION INSTRUCTIONS
 
The Assignee(s) should include the following for purposes of distribution:
 
Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________ ______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________ account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as its (their) agent. 
       
 
By:
   
    [Please print or type name(s)]
       
    Title
       
   
Taxpayer Identification Number
 
 
A-19-9
 
 
EXHIBIT B
 
MORTGAGE LOAN SCHEDULE
 
 
B-1
 
 

CGCMT 2015-GC29 Mortgage Loan Schedule
                            
                                             
                                   
Original
  
Remaining
    
Control
      
Loan
                      
Cut-Off Date
  
Mortgage
  
Term To
    
Number
  
Footnotes
  
Number
  
Property Name
  
Address
  
City
  
State
  
Zip Code
  
Balance ($)
  
Rate
  
Maturity Date / ARD
  
Maturity Date / ARD
1
  
(1), (2)
  
7NA2C0
  
Selig Office Portfolio
                  
125,000,000
  
3.9085%
  
120
  
4/6/2025
1.01
      
7NA2C0-1
  
1000 Second Avenue
  
1000 Second Avenue
  
Seattle
  
Washington
  
98104
                
1.02
      
7NA2C0-2
  
2901 Third Avenue
  
2901 Third Avenue
  
Seattle
  
Washington
  
98121
                
1.03
      
7NA2C0-3
  
3101 Western Avenue
  
3101 Western Avenue
  
Seattle
  
Washington
  
98121
                
1.04
      
7NA2C0-4
  
300 Elliott Avenue West
  
300 Elliott Avenue West
  
Seattle
  
Washington
  
98119
                
1.05
      
7NA2C0-5
  
3131 Elliott Avenue
  
3131 Elliott Avenue
  
Seattle
  
Washington
  
98121
                
1.06
      
7NA2C0-6
  
2615 Fourth Avenue
  
2615 Fourth Avenue
  
Seattle
  
Washington
  
98121
                
1.07
      
7NA2C0-7
  
190 Queen Anne Avenue North
  
190 Queen Anne Avenue North
  
Seattle
  
Washington
  
98109
                
1.08
      
7NA2C0-8
  
200 First Avenue West
  
200 First Avenue West
  
Seattle
  
Washington
  
98119
                
1.09
      
7NA2C0-9
  
18 West Mercer Street
  
18 West Mercer Street
  
Seattle
  
Washington
  
98119
                
2
      
8111
  
160 Fifth Avenue
  
160 Fifth Avenue
  
New York
  
New York
  
10010
  
110,000,000
  
4.1450%
  
120
  
4/6/2025
3
  
(3)
  
8304
  
3 Columbus Circle
  
3 Columbus Circle
  
New York
  
New York
  
10019
  
100,000,000
  
3.6100%
  
119
  
3/6/2025
4
      
599L06
  
Apollo Education Group Headquarters
  
4015, 4025, 4035, 4045, 4050 and 4055 South Riverpoint Parkway
  
Phoenix
  
Arizona
  
85040
  
91,500,000
  
3.7365%
  
59
  
3/1/2020
5
      
8260
  
Parkchester Commercial
  
1386 Metropolitan Avenue
  
Bronx
  
New York
  
10462
  
65,000,000
  
3.9200%
  
119
  
3/1/2025
6
      
8049
  
170 Broadway
  
170 Broadway
  
New York
  
New York
  
10012
  
50,000,000
  
4.1500%
  
120
  
4/6/2025
7
      
9P8SZ0
  
Papago Arroyo
  
1255, 1275, 1295 West Washington Street
  
Tempe
  
Arizona
  
85281
  
29,250,000
  
4.2300%
  
118
  
2/6/2025
8
      
15011401
  
Ansley Walk
  
1200 Robley Drive
  
Lafayette
  
Louisiana
  
70503
  
25,000,000
  
4.3600%
  
119
  
3/6/2025
9
      
7918
  
400 Plaza Drive
  
400 Plaza Drive
  
Secaucus
  
New Jersey
  
07094
  
22,000,000
  
4.2700%
  
119
  
3/6/2025
10
      
14111908
  
Stone Manor
  
5001 West Stoney Brook Road
  
Rogers
  
Arkansas
  
72758
  
21,980,000
  
4.3550%
  
119
  
3/6/2025
11
      
7124
  
Beverly Hills Hotel Portfolio
                  
19,000,000
  
4.4800%
  
60
  
4/6/2020
11.01
      
7124-1
  
Mosaic Beverly Hills
  
125 South Spalding Drive
  
Beverly Hills
  
California
  
90212
                
11.02
      
7124-2
  
Maison 140
  
140 South Lasky Drive
  
Beverly Hills
  
California
  
90212
                
12
      
8238
  
Residence Inn Orangeburg
  
3 Stevens Way
  
Orangeburg
  
New York
  
10962
  
17,700,000
  
4.5100%
  
120
  
4/6/2025
13
      
14120504
  
Kentucky Self Storage Portfolio
                  
17,265,845
  
4.8200%
  
119
  
3/6/2025
13.01
      
14120504.01
  
Safe Storage 910 Enterprise Court - Lexington
  
910 Enterprise Court
  
Lexington
  
Kentucky
  
40510
                
13.02
      
14120504.02
  
Safe Storage Industry Parkway - Nicholasville
  
112 Industry Parkway
  
Nicholasville
  
Kentucky
  
40356
                
13.03
      
14120504.03
  
Safe Storage Etter Drive - Nicholasville
  
251 Etter Drive
  
Nicholasville
  
Kentucky
  
40356
                
13.04
      
14120504.04
  
The Storeroom Mobile Storage - Lexington
  
2278 Frankfort Court
  
Lexington
  
Kentucky
  
40510
                
14
      
14121102
  
Solaire Apartments
  
15700-15800 Providence Drive
  
Southfield
  
Michigan
  
48075
  
16,480,000
  
4.7300%
  
59
  
3/6/2020
15
      
596AB2
  
Sherman Plaza
  
1150-1170 Broadway
  
Saugus
  
Massachusetts
  
01906
  
14,250,000
  
4.1050%
  
119
  
3/6/2025
16
  
(4)
  
7996
  
Crowne Plaza Bloomington
  
3 Appletree Square
  
Bloomington
  
Minnesota
  
55425
  
13,962,227
  
4.6500%
  
118
  
2/6/2025
17
      
8245
  
Waldon Lakes Apartments
  
2000 Elmhurst Circle
  
Orion
  
Michigan
  
48359
  
13,050,000
  
4.4200%
  
118
  
2/6/2025
18
      
59TS98
  
Doubletree Charleston
  
7401 Northwoods Boulevard
  
North Charleston
  
South Carolina
  
29406
  
12,750,000
  
4.5290%
  
120
  
4/6/2025
19
  
(5), (6)
      
Eastmont Town Center
  
7200 Bancroft Avenue
  
Oakland
  
California
  
94605
  
12,325,000
  
5.1100%
  
60
  
4/1/2020
20
      
15012101
  
Victory Crossing
  
4000-4020 Victory Boulevard
  
Portsmouth
  
Virginia
  
23701
  
11,100,000
  
4.1200%
  
118
  
2/6/2025
21
      
27
  
Ashton Arlington Heights Apartments
  
2302-2416 South Goebbert Road
  
Arlington Heights
  
Illinois
  
60005
  
10,959,500
  
4.4600%
  
120
  
4/6/2025
22
      
8200
  
Continuum Tower Retail
  
40 South Pointe Drive
  
Miami Beach
  
Florida
  
33139
  
10,100,000
  
4.4500%
  
119
  
3/6/2025
23
      
1WF460
  
Triad Apartment Portfolio
                  
10,050,000
  
4.3800%
  
120
  
4/6/2025
23.01
      
1WF460-1
  
Lawndale Apartments
  
719 and 721 Lawndale Drive
  
Reidsville
  
North Carolina
  
27320
                
23.02
      
1WF460-2
  
Cypress Pointe
  
1110 Cook Road
  
Gibsonville
  
North Carolina
  
27249
                
23.03
      
1WF460-3
  
Riverbend Apartments
  
1030, 1032, 1034, 1036, and 1038 Sycamore Road
  
Graham
  
North Carolina
  
27253
                
23.04
      
1WF460-4
  
British Manor
  
423, 424, 425, 426, 429, 430, 506, and 507 Kernodle Drive
  
Graham
  
North Carolina
  
27253
                
23.05
      
1WF460-5
  
Villas Way
  
102, 106, 110, 112, 202, 206, 210, 212, 302, 310, 312, 402, 406, 410, 412, 506, 510, and 512 Villas Way
  
Elon
  
North Carolina
  
27244
                
23.06
      
1WF460-6
  
The Oaks
  
135, 137, & 139 Graham Street and 415, 417, 419, 421, 423, 435, 437, 439, 441, 443, 455, 457, 459, 461, & 463 North Fifth Street
  
Mebane
  
North Carolina
  
27302
                
23.07
      
1WF460-7
  
Brown Apartments
  
1009 Lorraine Drive
  
Graham
  
North Carolina
  
27253
                
24
          
Elizabeth Street Portfolio
                  
9,489,472
  
4.8200%
  
119
  
3/6/2025
24.01
          
1030 Elizabeth Street
  
1030 Elizabeth Street
  
Nicholasville
  
Kentucky
  
40356
                
24.02
          
1040 Elizabeth Street
  
1040-1060 Elizabeth Street
  
Nicholasville
  
Kentucky
  
40356
                
24.03
          
1070 Elizabeth Street
  
1070 Elizabeth Street
  
Nicholasville
  
Kentucky
  
40356
                
25
      
8054
  
Mansell Shops
  
10779 Alpharetta Highway
  
Roswell
  
Georgia
  
30076
  
9,200,000
  
4.4600%
  
119
  
3/6/2025
26
      
8187
  
Lafayette Place
  
3111 Mahan Drive
  
Tallahassee
  
Florida
  
32308
  
9,000,000
  
4.1200%
  
118
  
2/6/2025
27
      
8282
  
Shops of Flint Creek
  
500 North Hough Street
  
Barrington
  
Illinois
  
60010
  
9,000,000
  
4.1000%
  
118
  
2/6/2025
28
      
1WV5A8
  
Extra Space Arapahoe & Holly
  
6800 South Holly Circle
  
Centennial
  
Colorado
  
80112
  
9,000,000
  
3.9000%
  
118
  
2/6/2025
29
      
14100386
  
Oaks Business Center
  
2967 Sidco Drive
  
Nashville
  
Tennessee
  
37204
  
9,000,000
  
4.4600%
  
119
  
3/6/2025
30
      
8237
  
Palmdale Corporate Center
  
39115 Trade Center Drive
  
Palmdale
  
California
  
93551
  
8,750,000
  
4.1500%
  
118
  
2/6/2025
31
      
45
  
Parkwest Crossing
  
4834 NC Highway 55
  
Durham
  
North Carolina
  
27713
  
7,837,500
  
4.2000%
  
118
  
2/6/2025
32
      
59S6E3
  
Marple Commons
  
2000, 2002, 2004 Sproul Road
  
Broomall
  
Pennsylvania
  
19008
  
7,500,000
  
4.1630%
  
120
  
4/6/2025
33
      
8123
  
Pine Woods Village Apartments
  
34200 Pine Woods Circle
  
Romulus
  
Michigan
  
48174
  
7,400,000
  
4.1500%
  
119
  
3/6/2025
34
      
1WV3L6
  
Six Flags Village
  
1301 North Collins Street
  
Arlington
  
Texas
  
76011
  
7,137,750
  
4.4570%
  
119
  
3/6/2025
35
      
943K09
  
Greens at Fort Mill
  
114 East Elliott Street
  
Fort Mill
  
South Carolina
  
29715
  
7,100,000
  
4.3200%
  
119
  
3/6/2025
36
      
14103010
  
Zinc Mill Terrace
  
815 Tennessee Street
  
Greencastle
  
Indiana
  
46135
  
7,000,000
  
4.4200%
  
119
  
3/6/2025
37
      
8266
  
12001 East Freeway
  
12001 East Freeway
  
Houston
  
Texas
  
77029
  
6,990,492
  
3.9000%
  
119
  
3/6/2025
38
      
14120307
  
Crossview Courts Apartments
  
2929 Crossview Drive
  
Houston
  
Texas
  
77063
  
6,900,000
  
4.4500%
  
119
  
3/6/2025
39
      
59VOT3
  
Whitehall Tech Center VI
  
2520 Whitehall Park Drive
  
Charlotte
  
North Carolina
  
28273
  
6,800,000
  
4.1595%
  
120
  
4/6/2025
40
      
49
  
Port St Lucie Retail Portfolio
                  
6,600,000
  
4.1700%
  
120
  
4/1/2025
40.01
      
49.01
  
Lakeside Shopping Center
  
259 Southeast Port St Lucie Boulevard
  
Port St. Lucie
  
Florida
  
34984
                
40.02
      
49.02
  
Morningside Shoppes
  
1720-1788 Southeast Port St Lucie Boulevard
  
Port St. Lucie
  
Florida
  
34952
                
41
      
15012201
  
Spring Branch Estates
  
7901 Amelia Road
  
Houston
  
Texas
  
77055
  
6,500,000
  
4.5400%
  
119
  
3/6/2025
 
 
 
 
 
CGCMT 2015-GC29 Mortgage Loan Schedule
                            
                                             
                                   
Original
  
Remaining
    
Control
      
Loan
                      
Cut-Off Date
  
Mortgage
  
Term To
    
Number
  
Footnotes
  
Number
  
Property Name
  
Address
  
City
  
State
  
Zip Code
  
Balance ($)
  
Rate
  
Maturity Date / ARD
  
Maturity Date / ARD
42
      
14111704
  
Fall River Apartments Portfolio
                  
5,993,243
  
4.7500%
  
119
  
3/6/2025
42.01
      
14111704.01
  
The Residences at 1710
  
1710 North Main Street, 201 Cove Street and 45, 50, 60 and 65 Pickering Street
  
Fall River
  
Massachusetts
  
02720
                
42.02
      
14111704.02
  
The Residences at 680
  
680 North Main Street, 696 North Main Street, 26 Odd Street and 671 Durfee Street
  
Fall River
  
Massachusetts
  
02720
                
43
      
8251
  
Superior Storage
  
825 Center Road
  
Avon
  
Ohio
  
44011
  
5,992,785
  
4.4600%
  
119
  
3/6/2025
44
      
61
  
Caxton Building
  
812 Huron Road
  
Cleveland
  
Ohio
  
44115
  
5,767,040
  
4.5000%
  
117
  
1/6/2025
45
      
8148
  
Holiday Inn Express Bellevue
  
10804 South 15th Street
  
Bellevue
  
Nebraska
  
68123
  
5,440,906
  
4.5500%
  
119
  
3/6/2025
46
      
1WU3W4
  
Azalea Ridge Apartments
  
3212 and 3917 Valley Bluff Drive and 3538 Pleasantdale Road
  
Doraville
  
Georgia
  
30340
  
5,210,165
  
4.1045%
  
116
  
12/6/2024
47
      
14121701
  
Dames Point Retail
  
6999 and 7001 Merrill Road
  
Jacksonville
  
Florida
  
32277
  
5,100,000
  
4.2950%
  
119
  
3/6/2025
48
  
(7)
  
14081583
  
Commerce Point I & II
  
3800 and 3850 North Wilke Road
  
Arlington Heights
  
Illinois
  
60004
  
5,000,000
  
4.8700%
  
119
  
3/6/2025
49
      
71
  
500 Murray Road
  
400-500 Murray Road
  
Saint Bernard
  
Ohio
  
45217
  
4,978,431
  
4.0300%
  
117
  
1/6/2025
50
      
14120306
  
Tara Hall Apartments
  
1717 & 1601 College Avenue
  
Houston
  
Texas
  
77017
  
4,800,000
  
4.3500%
  
119
  
3/6/2025
51
      
74
  
Northwood & Gypsy Lane Apartments
  
461, 465, 475 and 483 Gypsy Lane
  
Youngstown
  
Ohio
  
44504
  
4,753,673
  
4.8290%
  
112
  
8/6/2024
52
      
94AA46
  
Summerlyn Apartments
  
4101 East Rancier Avenue
  
Killeen
  
Texas
  
76543
  
4,720,383
  
5.3500%
  
59
  
3/6/2020
53
      
8246
  
Five Points Shopping Center
  
4201-4209 University Boulevard East
  
Tuscaloosa
  
Alabama
  
35404
  
4,712,500
  
4.4100%
  
120
  
4/6/2025
54
      
14100677
  
Bordeaux Apartments
  
3600 Scroggins Drive
  
Bellmead
  
Texas
  
76705
  
4,650,000
  
4.5700%
  
120
  
4/6/2025
55
      
79
  
Scarsdale Medical Center
  
257-259 Heathcote Road
  
Scarsdale
  
New York
  
10583
  
4,425,000
  
4.4800%
  
115
  
11/6/2024
56
      
8227
  
Red Mountain Shopping Center
  
2733 North Power Road
  
Mesa
  
Arizona
  
85215
  
4,025,550
  
4.2500%
  
117
  
1/6/2025
57
      
14090983
  
Walgreens - Raleigh
  
4309 Wake Forest Road
  
Raleigh
  
North Carolina
  
27609
  
4,015,000
  
4.6500%
  
119
  
3/6/2025
58
      
14102203
  
Mercer Crossing
  
3555 Mercer University Drive
  
Macon
  
Georgia
  
31204
  
3,893,504
  
4.5600%
  
119
  
3/6/2025
59
      
03OZJ6
  
Woods Townhomes
  
165 Coleman Avenue
  
Asheville
  
North Carolina
  
28801
  
3,795,213
  
4.2500%
  
119
  
3/6/2025
60
      
15010505
  
Forest Hill Mini Storage
  
16 Newport Drive
  
Forest Hill
  
Maryland
  
21050
  
3,745,709
  
4.6800%
  
119
  
3/6/2025
61
      
14110601
  
Campus Walk Apartments
  
810 Wadsworth Street
  
Tallahassee
  
Florida
  
32304
  
3,695,339
  
4.2500%
  
119
  
3/6/2025
62
          
103rd Street Family Center
  
6733 103rd Street
  
Jacksonville
  
Florida
  
32210
  
3,600,000
  
4.6550%
  
119
  
3/1/2025
63
      
77
  
DaVita Dialysis - Bronx
  
1940 Webster Avenue
  
Bronx
  
New York
  
10457
  
3,590,000
  
4.4000%
  
118
  
2/6/2025
64
      
92
  
Chester Square
  
35840 Chester Road
  
Avon
  
Ohio
  
44011
  
3,487,172
  
4.6700%
  
118
  
2/6/2025
65
      
8280
  
BMI Self Storage
  
2582 South Brannon Stand Road
  
Dothan
  
Alabama
  
36305
  
3,395,670
  
4.2000%
  
119
  
3/6/2025
66
      
14111404
  
Bay Plaza
  
5531-5537 Sheldon Road
  
Tampa
  
Florida
  
33615
  
3,271,140
  
4.5500%
  
119
  
3/6/2025
67
          
University Landing
  
1600 East Washington Street
  
Greensboro
  
North Carolina
  
27401
  
3,250,000
  
4.8000%
  
120
  
4/1/2025
68
      
8314
  
Amsdell - Sentinel Self Storage
  
10925 Hamilton Avenue
  
Cincinnati
  
Ohio
  
45231
  
3,235,000
  
4.3500%
  
119
  
3/6/2025
69
      
7999
  
Glen Valley Apartments
  
840 Broadway Avenue
  
Bedford
  
Ohio
  
44146
  
2,996,698
  
4.8500%
  
119
  
3/6/2025
70
      
100
  
Belleview Shopping Center
  
58440 Belleview Drive
  
Plaquemine
  
Louisiana
  
70764
  
2,946,523
  
4.5500%
  
119
  
3/6/2025
71
      
14121577
  
South Elgin Commons
  
472 Randall Road
  
South Elgin
  
Illinois
  
60177
  
2,850,000
  
4.3000%
  
118
  
2/6/2025
72
      
102
  
12285 McNulty Road
  
12285 McNulty Road
  
Philadelphia
  
Pennsylvania
  
19154
  
2,825,000
  
4.3600%
  
117
  
1/6/2025
73
          
La Paz Gateway
  
26051 La Paz Road
  
Mission Viejo
  
California
  
92691
  
2,800,000
  
4.3800%
  
119
  
3/1/2025
74
      
104
  
Lumen Dental
  
3222 Hillcroft Street
  
Houston
  
Texas
  
77057
  
2,736,191
  
5.0500%
  
57
  
1/6/2020
75
      
92
  
324-328 Louisa Avenue
  
324-328 Louisa Avenue
  
Virginia Beach
  
Virginia
  
23454
  
2,500,000
  
4.1000%
  
118
  
2/6/2025
76
      
107
  
Audubon Plaza
  
2845 West Parrish Avenue
  
Owensboro
  
Kentucky
  
42301
  
2,495,908
  
4.6600%
  
119
  
3/6/2025
77
      
109
  
Maple Highlands
  
5900-6300 Lee Road
  
Maple Heights
  
Ohio
  
44137
  
2,492,975
  
4.4000%
  
118
  
2/1/2025
78
      
94
  
Rite Aid - Toledo
  
1525 Cherry Street
  
Toledo
  
Ohio
  
43608
  
2,343,266
  
4.2800%
  
118
  
2/6/2025
79
      
8231
  
Delta Self Storage
  
746 Knights Inn Drive
  
Lansing
  
Michigan
  
48917
  
2,140,000
  
4.9600%
  
120
  
4/6/2025
80
      
96
  
Niagara & Ontario Plaza
  
2209 Niagara Street
  
Buffalo
  
New York
  
14207
  
2,016,358
  
4.3700%
  
115
  
11/6/2024
81
      
97
  
DaVita Dialysis - Detroit
  
4145 Cass Avenue
  
Detroit
  
Michigan
  
48201
  
1,793,160
  
4.4000%
  
118
  
2/6/2025
82
      
114
  
Terrace Glen Estates
  
13545 Woodin Road
  
Chardon
  
Ohio
  
44024
  
1,722,898
  
4.4000%
  
119
  
3/6/2025
83
      
115
  
Whispering Willow
  
4250 State Route 307 East
  
Geneva
  
Ohio
  
44041
  
1,630,000
  
4.7100%
  
120
  
4/6/2025
84
      
8293
  
Safe and Secure Self Storage
  
23366 West Wall Street
  
Lake Villa
  
Illinois
  
60046
  
1,615,665
  
4.7000%
  
118
  
2/6/2025
85
      
15010676
  
USA Safe Storage
  
874 County Street
  
Taunton
  
Massachusetts
  
02780
  
1,528,289
  
4.7800%
  
119
  
3/6/2025
86
      
121
  
Chase Bank - Mentor on the Lake
  
6081 Andrews Road
  
Mentor on the Lake
  
Ohio
  
44060
  
619,367
  
5.1700%
  
119
  
3/6/2025
 
 
 
 
 
CGCMT 2015-GC29 Mortgage Loan Schedule
                      
                                             
               
Remaining
              
Crossed With
            
Control
      
Loan
      
Amortization Term
  
Servicing
  
Subservicing
  
Mortgage
  
Other Loans
  
ARD
  
Final
  
ARD
Number
  
Footnotes
  
Number
  
Property Name
  
(Mos.)
  
Fee Rate (%)
  
Fee Rate (%)
  
Loan Seller
  
(Crossed Group)
  
(Yes/No)
  
Maturity Date
  
Revised Rate
1
  
(1), (2)
  
7NA2C0
  
Selig Office Portfolio
  
0
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
1.01
      
7NA2C0-1
  
1000 Second Avenue
                                
1.02
      
7NA2C0-2
  
2901 Third Avenue
                                
1.03
      
7NA2C0-3
  
3101 Western Avenue
                                
1.04
      
7NA2C0-4
  
300 Elliott Avenue West
                                
1.05
      
7NA2C0-5
  
3131 Elliott Avenue
                                
1.06
      
7NA2C0-6
  
2615 Fourth Avenue
                                
1.07
      
7NA2C0-7
  
190 Queen Anne Avenue North
                                
1.08
      
7NA2C0-8
  
200 First Avenue West
                                
1.09
      
7NA2C0-9
  
18 West Mercer Street
                                
2
      
8111
  
160 Fifth Avenue
  
0
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
3
  
(3)
  
8304
  
3 Columbus Circle
  
0
  
0.00250%
  
0.0025%
  
CGMRC
  
NAP
  
No
        
4
      
599L06
  
Apollo Education Group Headquarters
  
0
  
0.00250%
  
0.010%
  
GSMC
  
NAP
  
No
        
5
      
8260
  
Parkchester Commercial
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
6
      
8049
  
170 Broadway
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
7
      
9P8SZ0
  
Papago Arroyo
  
360
  
0.00250%
  
0.030%
  
GSMC
  
NAP
  
No
        
8
      
15011401
  
Ansley Walk
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
9
      
7918
  
400 Plaza Drive
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
10
      
14111908
  
Stone Manor
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
11
      
7124
  
Beverly Hills Hotel Portfolio
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
11.01
      
7124-1
  
Mosaic Beverly Hills
                                
11.02
      
7124-2
  
Maison 140
                                
12
      
8238
  
Residence Inn Orangeburg
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
13
      
14120504
  
Kentucky Self Storage Portfolio
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
13.01
      
14120504.01
  
Safe Storage 910 Enterprise Court - Lexington
                                
13.02
      
14120504.02
  
Safe Storage Industry Parkway - Nicholasville
                                
13.03
      
14120504.03
  
Safe Storage Etter Drive - Nicholasville
                                
13.04
      
14120504.04
  
The Storeroom Mobile Storage - Lexington
                                
14
      
14121102
  
Solaire Apartments
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
15
      
596AB2
  
Sherman Plaza
  
360
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
16
  
(4)
  
7996
  
Crowne Plaza Bloomington
  
358
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
17
      
8245
  
Waldon Lakes Apartments
  
360
  
0.00250%
  
0.050%
  
CGMRC
  
NAP
  
No
        
18
      
59TS98
  
Doubletree Charleston
  
360
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
19
  
(5), (6)
      
Eastmont Town Center
  
360
  
0.00250%
  
0.010%
  
CGMRC
  
NAP
  
Yes
  
10/1/2022
  
see FN (6)
20
      
15012101
  
Victory Crossing
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
21
      
27
  
Ashton Arlington Heights Apartments
  
360
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
22
      
8200
  
Continuum Tower Retail
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
23
      
1WF460
  
Triad Apartment Portfolio
  
360
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
23.01
      
1WF460-1
  
Lawndale Apartments
                                
23.02
      
1WF460-2
  
Cypress Pointe
                                
23.03
      
1WF460-3
  
Riverbend Apartments
                                
23.04
      
1WF460-4
  
British Manor
                                
23.05
      
1WF460-5
  
Villas Way
                                
23.06
      
1WF460-6
  
The Oaks
                                
23.07
      
1WF460-7
  
Brown Apartments
                                
24
          
Elizabeth Street Portfolio
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
24.01
          
1030 Elizabeth Street
                                
24.02
          
1040 Elizabeth Street
                                
24.03
          
1070 Elizabeth Street
                                
25
      
8054
  
Mansell Shops
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
26
      
8187
  
Lafayette Place
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
27
      
8282
  
Shops of Flint Creek
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
28
      
1WV5A8
  
Extra Space Arapahoe & Holly
  
0
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
29
      
14100386
  
Oaks Business Center
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
30
      
8237
  
Palmdale Corporate Center
  
360
  
0.00500%
  
0.030%
  
CGMRC
  
NAP
  
No
        
31
      
45
  
Parkwest Crossing
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
32
      
59S6E3
  
Marple Commons
  
360
  
0.00500%
  
0.040%
  
GSMC
  
NAP
  
No
        
33
      
8123
  
Pine Woods Village Apartments
  
360
  
0.00250%
  
0.050%
  
CGMRC
  
NAP
  
No
        
34
      
1WV3L6
  
Six Flags Village
  
360
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
35
      
943K09
  
Greens at Fort Mill
  
360
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
36
      
14103010
  
Zinc Mill Terrace
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
37
      
8266
  
12001 East Freeway
  
359
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
38
      
14120307
  
Crossview Courts Apartments
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
39
      
59VOT3
  
Whitehall Tech Center VI
  
360
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
40
      
49
  
Port St Lucie Retail Portfolio
  
360
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
40.01
      
49.01
  
Lakeside Shopping Center
                                
40.02
      
49.02
  
Morningside Shoppes
                                
41
      
15012201
  
Spring Branch Estates
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
 
 
 
 
 
CGCMT 2015-GC29 Mortgage Loan Schedule
                      
                                             
               
Remaining
              
Crossed With
            
Control
      
Loan
      
Amortization Term
  
Servicing
  
Subservicing
  
Mortgage
  
Other Loans
  
ARD
  
Final
  
ARD
Number
  
Footnotes
  
Number
  
Property Name
  
(Mos.)
  
Fee Rate (%)
  
Fee Rate (%)
  
Loan Seller
  
(Crossed Group)
  
(Yes/No)
  
Maturity Date
  
Revised Rate
42
      
14111704
  
Fall River Apartments Portfolio
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
42.01
      
14111704.01
  
The Residences at 1710
                                
42.02
      
14111704.02
  
The Residences at 680
                                
43
      
8251
  
Superior Storage
  
359
  
0.00500%
  
0.020%
  
CGMRC
  
NAP
  
No
        
44
      
61
  
Caxton Building
  
357
  
0.00250%
  
0.060%
  
CGMRC
  
NAP
  
No
        
45
      
8148
  
Holiday Inn Express Bellevue
  
299
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
46
      
1WU3W4
  
Azalea Ridge Apartments
  
296
  
0.00250%
  
0.070%
  
GSMC
  
NAP
  
No
        
47
      
14121701
  
Dames Point Retail
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
48
  
(7)
  
14081583
  
Commerce Point I & II
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
49
      
71
  
500 Murray Road
  
357
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
50
      
14120306
  
Tara Hall Apartments
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
51
      
74
  
Northwood & Gypsy Lane Apartments
  
352
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
52
      
94AA46
  
Summerlyn Apartments
  
359
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
53
      
8246
  
Five Points Shopping Center
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
54
      
14100677
  
Bordeaux Apartments
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
55
      
79
  
Scarsdale Medical Center
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
56
      
8227
  
Red Mountain Shopping Center
  
360
  
0.00500%
  
0.030%
  
CGMRC
  
NAP
  
No
        
57
      
14090983
  
Walgreens - Raleigh
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
58
      
14102203
  
Mercer Crossing
  
299
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
59
      
03OZJ6
  
Woods Townhomes
  
359
  
0.00500%
  
0.000%
  
GSMC
  
NAP
  
No
        
60
      
15010505
  
Forest Hill Mini Storage
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
61
      
14110601
  
Campus Walk Apartments
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
62
          
103rd Street Family Center
  
324
  
0.00250%
  
0.100%
  
CGMRC
  
NAP
  
No
        
63
      
77
  
DaVita Dialysis - Bronx
  
360
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
64
      
92
  
Chester Square
  
298
  
0.00250%
  
0.060%
  
CGMRC
  
NAP
  
No
        
65
      
8280
  
BMI Self Storage
  
359
  
0.00500%
  
0.050%
  
CGMRC
  
NAP
  
No
        
66
      
14111404
  
Bay Plaza
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
67
          
University Landing
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
68
      
8314
  
Amsdell - Sentinel Self Storage
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
69
      
7999
  
Glen Valley Apartments
  
359
  
0.00500%
  
0.050%
  
CGMRC
  
NAP
  
No
        
70
      
100
  
Belleview Shopping Center
  
359
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
71
      
14121577
  
South Elgin Commons
  
360
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
72
      
102
  
12285 McNulty Road
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
73
          
La Paz Gateway
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
74
      
104
  
Lumen Dental
  
297
  
0.00500%
  
0.040%
  
CGMRC
  
NAP
  
No
        
75
      
92
  
324-328 Louisa Avenue
  
300
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
76
      
107
  
Audubon Plaza
  
299
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
77
      
109
  
Maple Highlands
  
358
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
78
      
94
  
Rite Aid - Toledo
  
358
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
79
      
8231
  
Delta Self Storage
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
80
      
96
  
Niagara & Ontario Plaza
  
295
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
81
      
97
  
DaVita Dialysis - Detroit
  
298
  
0.00500%
  
0.000%
  
FCRE REL, LLC
  
NAP
  
No
        
82
      
114
  
Terrace Glen Estates
  
359
  
0.00250%
  
0.065%
  
CGMRC
  
NAP
  
No
        
83
      
115
  
Whispering Willow
  
360
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
84
      
8293
  
Safe and Secure Self Storage
  
358
  
0.00500%
  
0.050%
  
CGMRC
  
NAP
  
No
        
85
      
15010676
  
USA Safe Storage
  
359
  
0.00500%
  
0.000%
  
RMF
  
NAP
  
No
        
86
      
121
  
Chase Bank - Mentor on the Lake
  
359
  
0.00500%
  
0.000%
  
CGMRC
  
NAP
  
No
        
 
 
 
 
 
CGCMT 2015-GC29 Mortgage Loan Schedule
                
                                         
                           
Companion Loan
      
Companion Loan
    
                           
Remaining
  
Companion Loan
  
Remaining
  
Companion Loan
Control
      
Loan
      
Companion Loan
  
Companion Loan
  
Companion Loan
  
Term To
  
Maturity
  
Amortization Term
  
Servicing
Number
  
Footnotes
  
Number
  
Property Name
  
Flag
  
Cut-off Balance
  
Interest Rate
  
Maturity / ARD (Mos.)
  
Date / ARD
  
(Mos.)
  
Fees
1
  
(1), (2)
  
7NA2C0
  
Selig Office Portfolio
  
Yes
  
220,000,000
  
3.9085%
  
120
  
4/6/2025
  
0
  
0.0025%
1.01
      
7NA2C0-1
  
1000 Second Avenue
                            
1.02
      
7NA2C0-2
  
2901 Third Avenue
                            
1.03
      
7NA2C0-3
  
3101 Western Avenue
                            
1.04
      
7NA2C0-4
  
300 Elliott Avenue West
                            
1.05
      
7NA2C0-5
  
3131 Elliott Avenue
                            
1.06
      
7NA2C0-6
  
2615 Fourth Avenue
                            
1.07
      
7NA2C0-7
  
190 Queen Anne Avenue North
                            
1.08
      
7NA2C0-8
  
200 First Avenue West
                            
1.09
      
7NA2C0-9
  
18 West Mercer Street
                            
2
      
8111
  
160 Fifth Avenue
  
No
                        
3
  
(3)
  
8304
  
3 Columbus Circle
  
Yes
  
250,000,000
  
3.6100%
  
119
  
3/6/2025
  
0
  
0.0025%
4
      
599L06
  
Apollo Education Group Headquarters
  
No
                        
5
      
8260
  
Parkchester Commercial
  
No
                        
6
      
8049
  
170 Broadway
  
Yes
  
170,000,000
  
4.1500%
  
120
  
4/6/2025
  
360
  
0.0025%
7
      
9P8SZ0
  
Papago Arroyo
  
No
                        
8
      
15011401
  
Ansley Walk
  
No
                        
9
      
7918
  
400 Plaza Drive
  
No
                        
10
      
14111908
  
Stone Manor
  
No
                        
11
      
7124
  
Beverly Hills Hotel Portfolio
  
No
                        
11.01
      
7124-1
  
Mosaic Beverly Hills
                            
11.02
      
7124-2
  
Maison 140
                            
12
      
8238
  
Residence Inn Orangeburg
  
No
                        
13
      
14120504
  
Kentucky Self Storage Portfolio
  
No
                        
13.01
      
14120504.01
  
Safe Storage 910 Enterprise Court - Lexington
                            
13.02
      
14120504.02
  
Safe Storage Industry Parkway - Nicholasville
                            
13.03
      
14120504.03
  
Safe Storage Etter Drive - Nicholasville
                            
13.04
      
14120504.04
  
The Storeroom Mobile Storage - Lexington
                            
14
      
14121102
  
Solaire Apartments
  
No
                        
15
      
596AB2
  
Sherman Plaza
  
No
                        
16
  
(4)
  
7996
  
Crowne Plaza Bloomington
  
Yes
  
26,250,000
  
4.6500%
  
118
  
2/6/2025
  
358
  
0.0025%
17
      
8245
  
Waldon Lakes Apartments
  
No
                        
18
      
59TS98
  
Doubletree Charleston
  
No
                        
19
  
(5), (6)
      
Eastmont Town Center
  
Yes
  
41,325,000
  
5.1100%
  
60
  
4/1/2020
  
360
  
0.0025%
20
      
15012101
  
Victory Crossing
  
No
                        
21
      
27
  
Ashton Arlington Heights Apartments
  
No
                        
22
      
8200
  
Continuum Tower Retail
  
No
                        
23
      
1WF460
  
Triad Apartment Portfolio
  
No
                        
23.01
      
1WF460-1
  
Lawndale Apartments
                            
23.02
      
1WF460-2
  
Cypress Pointe
                            
23.03
      
1WF460-3
  
Riverbend Apartments
                            
23.04
      
1WF460-4
  
British Manor
                            
23.05
      
1WF460-5
  
Villas Way
                            
23.06
      
1WF460-6
  
The Oaks
                            
23.07
      
1WF460-7
  
Brown Apartments
                            
24
          
Elizabeth Street Portfolio
  
No
                        
24.01
          
1030 Elizabeth Street
                            
24.02
          
1040 Elizabeth Street
                            
24.03
          
1070 Elizabeth Street
                            
25
      
8054
  
Mansell Shops
  
No
                        
26
      
8187
  
Lafayette Place
  
No
                        
27
      
8282
  
Shops of Flint Creek
  
No
                        
28
      
1WV5A8
  
Extra Space Arapahoe & Holly
  
No
                        
29
      
14100386
  
Oaks Business Center
  
No
                        
30
      
8237
  
Palmdale Corporate Center
  
No
                        
31
      
45
  
Parkwest Crossing
  
No
                        
32
      
59S6E3
  
Marple Commons
  
No
                        
33
      
8123
  
Pine Woods Village Apartments
  
No
                        
34
      
1WV3L6
  
Six Flags Village
  
No
                        
35
      
943K09
  
Greens at Fort Mill
  
No
                        
36
      
14103010
  
Zinc Mill Terrace
  
No
                        
37
      
8266
  
12001 East Freeway
  
No
                        
38
      
14120307
  
Crossview Courts Apartments
  
No
                        
39
      
59VOT3
  
Whitehall Tech Center VI
  
No
                        
40
      
49
  
Port St Lucie Retail Portfolio
  
No
                        
40.01
      
49.01
  
Lakeside Shopping Center
                            
40.02
      
49.02
  
Morningside Shoppes
                            
41
      
15012201
  
Spring Branch Estates
  
No
                        
 
 
 
 
 
 
CGCMT 2015-GC29 Mortgage Loan Schedule
                      
                       
 
        
Companion Loan
      
Companion Loan
    
                           
Remaining
  
Companion Loan
  
Remaining
  
Companion Loan
Control
      
Loan
      
Companion Loan
  
Companion Loan
  
Companion Loan
  
Term To
  
Maturity
  
Amortization Term
  
Servicing
Number
  
Footnotes
  
Number
  
Property Name
  
Flag
  
Cut-off Balance
  
Interest Rate
  
Maturity / ARD (Mos.)
  
Date / ARD
  
(Mos.)
  
Fees
42
      
14111704
  
Fall River Apartments Portfolio
  
No
                        
42.01
      
14111704.01
  
The Residences at 1710
                            
42.02
      
14111704.02
  
The Residences at 680
                            
43
      
8251
  
Superior Storage
  
No
                        
44
      
61
  
Caxton Building
  
No
                        
45
      
8148
  
Holiday Inn Express Bellevue
  
No
                        
46
      
1WU3W4
  
Azalea Ridge Apartments
  
No
                        
47
      
14121701
  
Dames Point Retail
  
No
                        
48
  
(7)
  
14081583
  
Commerce Point I & II
  
Yes
  
10,000,000
  
4.8700%
  
119
  
3/6/2025
  
360
  
0.0025%
49
      
71
  
500 Murray Road
  
No
                        
50
      
14120306
  
Tara Hall Apartments
  
No
                        
51
      
74
  
Northwood & Gypsy Lane Apartments
  
No
                        
52
      
94AA46
  
Summerlyn Apartments
  
No
                        
53
      
8246
  
Five Points Shopping Center
  
No
                        
54
      
14100677
  
Bordeaux Apartments
  
No
                        
55
      
79
  
Scarsdale Medical Center
  
No
                        
56
      
8227
  
Red Mountain Shopping Center
  
No
                        
57
      
14090983
  
Walgreens - Raleigh
  
No
                        
58
      
14102203
  
Mercer Crossing
  
No
                        
59
      
03OZJ6
  
Woods Townhomes
  
No
                        
60
      
15010505
  
Forest Hill Mini Storage
  
No
                        
61
      
14110601
  
Campus Walk Apartments
  
No
                        
62
          
103rd Street Family Center
  
No
                        
63
      
77
  
DaVita Dialysis - Bronx
  
No
                        
64
      
92
  
Chester Square
  
No
                        
65
      
8280
  
BMI Self Storage
  
No
                        
66
      
14111404
  
Bay Plaza
  
No
                        
67
          
University Landing
  
No
                        
68
      
8314
  
Amsdell - Sentinel Self Storage
  
No
                        
69
      
7999
  
Glen Valley Apartments
  
No
                        
70
      
100
  
Belleview Shopping Center
  
No
                        
71
      
14121577
  
South Elgin Commons
  
No
                        
72
      
102
  
12285 McNulty Road
  
No
                        
73
          
La Paz Gateway
  
No
                        
74
      
104
  
Lumen Dental
  
No
                        
75
      
92
  
324-328 Louisa Avenue
  
No
                        
76
      
107
  
Audubon Plaza
  
No
                        
77
      
109
  
Maple Highlands
  
No
                        
78
      
94
  
Rite Aid - Toledo
  
No
                        
79
      
8231
  
Delta Self Storage
  
No
                        
80
      
96
  
Niagara & Ontario Plaza
  
No
                        
81
      
97
  
DaVita Dialysis - Detroit
  
No
                        
82
      
114
  
Terrace Glen Estates
  
No
                        
83
      
115
  
Whispering Willow
  
No
                        
84
      
8293
  
Safe and Secure Self Storage
  
No
                        
85
      
15010676
  
USA Safe Storage
  
No
                        
86
      
121
  
Chase Bank - Mentor on the Lake
  
No
                      
 
(1)
  
The Cut-off Date Balance of $125,000,000 represents the note A-1 of a $345,000,000 whole loan evidenced by three pari passu notes. The companion loans have an aggregate principal balance of $220,000,000 as of the Cut-off Date, are held outside the issuing entity and are expected to be contributed to one or more future securitizations. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $345,000,000.
(2)
  
The “Companion Loan Servicing Fee” (0.0025%) is included in the “Servicing Fee Rate” shown for the Selig Office Portfolio mortgage loan.
(3)
  
The Cut-off Date Balance of $100,000,000 is evidenced by note A-2 (non-controlling note in the principal amount of $50,000,000) and note A-5 (non-controlling note in the principal amount of $50,000,000), which notes are part of a $350,000,000 loan combination evidenced by six pari passu notes. A non-controlling pari passu companion loan evidenced by note A-4 has a principal balance of $85,000,000 as of the Cut-off Date, is held outside the Issuing Entity and was contributed to the COMM 2015-CCRE22 transaction. The controlling note A-1, non-controlling note A-3 and non-controlling note A-6 have principal balances of $90,000,000, $45,000,000 and $30,000,000, respectively, and are expected to be included in future securitizations.
(4)
  
The Cut-off Date Principal Balance of $13,962,227 represents the controlling note A-1 of a $26,250,000 loan combination evidenced by two pari passu notes.  The companion loan is evidenced by the non-controlling note A-2 with a principal balance of $12,216,949 as of the Cut-off Date, which is held outside the Issuing Entity and is expected to be contributed to a future securitization transaction.
(5)
  
The Cut-off Date Principal Balance of $12,325,000 represents the non-controlling Note A-1 of a $41,325,000 whole loan evidenced by two par-passu notes. The pari-passu companion loan is the controlling Note A-2, with a principal balance of $29,000,000, which is expected to be contributed to a future securitization.
(6)
  
Commencing on the ARD, the outstanding principal balance will accrue interest on and after that date until the final maturity date of October 1, 2022 at an increased interest rate equal to 3.0000% per annum plus the greater of (i) 5.1100% per annum, or (ii) the five-year swap yield as determined on the first business day after the anticipated repayment date.
(7)
  
The Cut-off Date Balance of $5,000,000 represents the non-controlling Note A-2 of a $15,000,000 whole loan evidenced by two pari passu notes.  The pari-passu companion loan with a principal balance of $10,000,000 as of the Cut-off Date is held outside the issuing entity and is expected to be contributed to a future transaction.  Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $15,000,000.
 
 
 
 
 
EXHIBIT C
 
FORM OF REQUEST FOR RELEASE
(for Custodian/Trustee)
 
Loan Information:
Name of Mortgagor: __________________
Master Servicer Loan No.: __________________
Custodian
Name: __________________
Address:            __________________
  __________________
  __________________
Custodian Mortgage File No.: __________________
[Seller]
Name: __________________
Address: __________________
 
__________________
 
Certificates:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [____]
 
The undersigned [Master Servicer][Special Servicer] hereby acknowledges that it has received from Deutsche Bank Trust Company Americas, as Custodian, for the Holders of Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, the documents referred to below (the “Documents”).  All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator and Deutsche Bank Trust Company Americas, as Trustee.
 
( )           Note dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.
 
( )           Mortgage recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State of _________________ in book/reel/docket ___________ of official records at page/image ________.
 
( )           Deed of Trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State of _______ in book/reel/docket ____________ of official records at page/image.
 
 
C-1
 
 
( )           Assignment of Mortgage or Deed of Trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.
 
( )            Other documents, including any amendments, assignments or other assumptions of the Note or Mortgage.
 
( )            ___________________________
 
( )            ___________________________
 
( )            ___________________________
 
( )            ___________________________
 
The undersigned [Master Servicer][Special Servicer] hereby acknowledges and agrees as follows:
 
(i)            The [Master Servicer][Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.
 
(ii)           The [Master Servicer][Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof.
 
(iii)          The [Master Servicer][Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.
 
(iv)           The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer][Special Servicer] shall keep the Documents and any proceeds separate and distinct from all other property in the [Master Servicer][Special Servicer]’s possession, custody or control.
 
 
[MASTER SERVICER/SPECIAL SERVICER]
     
 
By:
 
   
Name:
   
Title:
cc: Deutsche Bank Trust Company Americas
    
     
Dated:
    
 
 
C-2
 
 
EXHIBIT D
 
FORM OF DISTRIBUTION DATE STATEMENT

 
D-1
 
 
 
Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
           
CONTACT INFORMATION
  
CONTENTS
    
         
           
Depositor
Citigroup Commercial Mortgage Securities Inc.
  
Distribution Summary
2
  
 
 
        
 
 
  
Distribution Summary (Factors)
3
  
           
     
Interest Distribution Detail
4
  
Master Servicer
Midland Loan Services
        
   
Principal Distribution Detail
5
  
 
 
  
 
 
  
 
 
  
Reconciliation Detail
6
  
           
 
 
  
Stratification Detail
7
  
Operating Advisor
Situs Holdings, LLC
        
 
 
  
Mortgage Loan Detail
11
  
 
 
        
 
 
  
NOI Detail 
 12  
           
Trustee / Custodian
Deutsche Bank Trust Company Americas
  
Delinquency Loan Detail
13
  
 
 
        
 
 
  
Appraisal Reduction Detail
15
  
 
 
        
 
    
Loan Modification Detail
17
  
Special Servicer
Midland Loan Services
        
 
  
Specially Serviced Loan Detail
19
  
 
 
        
 
 
  
Unscheduled Principal Detail
21
  
 
 
        
     
Liquidated Loan Detail
23
  
       
 
 
  
 
         
         
 
 Deal Contact:
John Hannon
  
Citibank, N.A.
   
john.hannon@citi.com
  
Agency and Trust
   
Tel: (212) 816-5693
  
388 Greenwich Street, 14th Floor
   
Fax: (212) 816-5527
  
New York, NY  10013
   
 
Reports Available at www.sf.citidirect.com
Page 1 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Distribution Summary
 
DISTRIBUTION IN DOLLARS
                           
   
Prior
Pass-
Accrual
      
Yield
Prepayment
      
Current
 
Original
Principal
Through
Day Count
Accrual
Interest
Principal
Maintenance
Penalties
Total
Deferred
Realized
Principal
Class
Balance
Balance
Rate
Fraction
Dates
Distributed
Distributed
Distributed
Distributed
Distributed
Interest
Loss
Balance
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)=(7+8+9+10)
(12)
(13)
(14)=(3-8+12-13) 
                           
                           
                           
                           
                           
                           
                           
     Totals                        
 
Notional Classes
 
                     
                     
     Totals                  
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 2 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
PER $1,000 OF ORIGINAL BALANCE
         
 
 
        
 
Class
CUSIP
Record
Date
Prior
Principal
Balance
(3/2 x 1000)
Interest
Distributed
(7/2 x 1000)
Principal
Distributed
(8/2 x 1000)
Yield
Maintenance
Distributed
(9)/(2) x 1000
Prepayment
Penalties
Distributed
(10)/(2) x 1000
Total
Distributed
(11/2 x 1000)
Deferred
Interest
(12/2 x 1000)
Realized
Loss
(13/2 x 1000)
Current
Principal
Balance
(142 x 1000)
                       
                       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 3 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Interest Distribution Detail
 
DISTRIBUTION IN DOLLARS
                         
 
Prior
Pass-
Next Pass-
Accrual
Optimal
Prior
Interest on
  Non-Recov.  
      
Current
 
Principal
Through
Through
Day Count
Accrued
Unpaid
  Prior Unpaid  
Interest
Interest
Deferred
Interest
Unpaid
Class
Balance
Rate
Rate
Fraction
Interest
Interest
Interest
Shortfall
Due
Interest
Distributed
Interest
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)=(6)+(7)+(8)-(9)
(11)
(12)
(13)=(10)-(11)-(12) 
                         
                         
                         
                         
                         
                         
                         
     Totals                        
                         
     Notional Classes
                      
                         
                         
                         
     Totals                        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 4 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Principal Distribution Detail
 
DISTRIBUTION IN DOLLARS
                           
Class
(1)
Original
Balance
(2)
Prior
Principal
Balance
(3)
Scheduled
Principal
Distribution
(4)
 Unscheduled 
Principal
Distribution
(5)
Accreted
Principal
(6)
Current
Realized
Loss
(7)
Current
Principal
Recoveries
(8)
Current
Principal
Balance
 (9)=(3)-(4)-(5)+(6)-(7)+(8) 
Cumulative
Realized
Loss
(10)
Original
Class
(%)
(11)
Current
Class
(%)
(12)
Original
Credit
Support
(13)
Current
Credit
Support
(14)
                           
                           
                           
                           
                           
                           
                           
                           

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 5 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Reconciliation Detail
 
                     
SOURCE OF FUNDS
    
ALLOCATION OF FUNDS
                     
                     
Interest Funds Available
          
Scheduled Fees
        
Scheduled Interest
          
Sub-Servicing Fee
  
 
    
Prepayment Interest Shortfall
  
 
      
Master Servicing Fee
  
 
    
Interest Adjustments
  
 
      
Trustee Fee
    
 
  
Realized Loss in Excess of Principal Balance
  
 
      
Operating Advisor Fee
        
Total Interest Funds Available:
  
 
      
Total Scheduled Fees:
  
 
    
Principal Funds Available
          
Additional Fees, Expenses, etc.
  
 
    
Scheduled Principal
  
 
      
Special Servicing Fee
  
 
    
Curtailments
  
 
      
Workout Fee
  
 
    
Principal Prepayments
  
 
      
Liquidation Fee
  
 
    
Net Liquidation Proceeds
          
Additional Trust Fund Expenses
        
Repurchased Principal
          
Reimbursement for Interest on Advances
        
Substitution Principal
          
Other Expenses
        
Other Principal
          
Total Additional Fees, Expenses, etc.:
        
Total Principal Funds Available:
          
Distribution to Certificateholders
        
Other Funds Available
          
Interest Distribution
        
Yield Maintenance Charges
          
Principal Distribution
        
Prepayment Premiums
          
Yield Maintenance Charges Distribution
        
Other Charges
          
Prepayment Premiums Distribution
        
Total Other Funds Available:
          
Total Distribution to Certificateholders:
        
Total Funds Available
          
Total Funds Allocated
        
                     
                     
                     
                     
                     
                     
                     
 
 
Reports Available at www.sf.citidirect.com
Page 6 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
   
 
Stratification Detail
 
Ending Scheduled Balance
  
State
                             
 Ending Scheduled
Balance
# of
Loans
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
  
State
# of
Properties
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
                             
                             
                             
                             
                             
                             
                             
                             
                             
Totals
            
Totals
          
                         
                         
                         
                         
                         
                         
                         
                         
                         
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 7 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
   
 
Stratification Detail
 
Seasoning
  
Property Type
                             
Seasoning
# of
Loans
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
  
Property Type
# of
Properties
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
                             
                             
                             
                             
                             
                             
                             
                             
                             
                         
                         
                         
                         
                         
                         
                         
             
Totals
          
                         
                         
                         
                         
                         
                         
Totals
                        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 8 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
   
 
Stratification Detail
 
Debt Service Coverage Ratio
  
Loan Rate
                             
Debt Service
Coverage Ratio
# of
Loans
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
  
Loan Rate
# of
Loans
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
Totals
                          
                           
                           
                             
                             
                             
                             
                             
                             
                             
                             
                             
             
Totals
          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 9 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
   
 
Stratification Detail
 
Anticipated Remaining Term
  
Remaining Amortization Term
                             
Anticipated
Remaining Term
# of
Loans
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
  
Remaining
Amortization Term
# of
Loans
Ending Scheduled
Balance
% of Agg. End.
Sched. Bal.
WAC
WART
WA
DSCR
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
             
Totals
          
                         
Totals
                        
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 10 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Mortgage Loan Detail
 
                                         
                       
Neg
Beginning
Ending
 Paid 
 Apprasial
Apprasial
Payment
Workout
Mod.
       
Property
    
Interest
Principal
Gross
  
Maturity
Am
Scheduled
Scheduled
 Through
 Reduction
Reduction
Status of
Strategy
Code
Loan
  
OMCR
  
Type
City
State
Payment
Payment
Coupon
  
Date
Flag
Balance
Balance
 Date
 Date
Amount
Loan (1)
(2)
(3)
                                         
                                         
Totals
                                        
    Payment Status of Loan (1)
      
Workout Strategy (2)
      
Mod. Code (3)
  
    A. In Grace Period
  
3. 90+ Days Delinquent
  
1. Modification
7.
REO
13.
Other or TBD
  
1. Maturity Date Extension
7. Capitalization of Taxes
    B. Late, but less than 30 Days
  
4. Performing Matured Balloon
  
2. Foreclosure
8.
Resolved
98. 
Not Provided By Servicer
  
2. Amortization Change
8. Other
    0. Current
  
5. Non Performing Matured Balloon
  
3. Bankruptcy
9.
Pending Return to Master Servicer
      
3. Principal Write-Off
9. Combination
    1. 30-59 Days Delinquent
  
7. Foreclosure
  
4. Extension
10.
Deed In Lieu of Foreclosure
      
4. Blank (formerly Combination)
 
    2. 60-89 Days Delinquent
  
9. REO
  
5. Note Sale
11.
Full Payoff
      
5. Temporary Rate Reduction
  
       
6. DPO
12. 
Reps and Warranties
      
6. Capitalization of Interest
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at  www.sf.citidirect.com
Page 11 of 24
© Copyright  2015 Citigroup
 
 
 
 

Distribution Date:
  
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
NOI Detail
 
                   
         
Ending
Most
Most
Most Recent
Most Recent
Loan        
Scheduled
Recent
Recent
NOI
NOI
Number
OMCR
Property Type
City
State
Balance
Fiscal NOI
NOI
Start Date
End Date
                   
                   
Totals
                  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at  www.sf.citidirect.com
Page 12 of 24
© Copyright  2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
       
   
Delinquency Loan Detail
  
 
                             
     
Actual
Paid
Current P & I
Total P & I
Cumulative
Other Expense
Payment
Workout
Most Recent
      
Loan
  
# of Months
Principal
Through
Advances (Net
Advances
Accrued Unpaid
Advance
Status of
Strategy
Special Serv
 Foreclosure 
 Bankruptcy 
REO
Number
OMCR
Delinq
Balance
Date
of ASER)
Outstanding
Advance Interest
Outstanding
Loan (1)
(2)
Transfer Date
Date
Date
Date
                             
                             
There is no Delinquency Loan Detail for the current distribution period.
 
                             
  Totals
                            
   Payment Status of Loan (1)
  
Workout Strategy (2)
  
   A.  In Grace Period
3.  90+ Days Delinquent
1.  Modification
7.   REO
13.  Other or TBD
   B.  Late, but less than 30 Days   
4.  Performing Matured Balloon
2.  Foreclosure   
8.   Resolved
98.  Not Provided By Servicer
   0.  Current
5.  Non Performing Matured Balloon   
3.  Bankruptcy
9.   Pending Return to Master Servicer   
  
   1.  30-59 Days Delinquent
7.  Foreclosure
4.  Extension
10.  Deed In Lieu of Foreclosure
  
   2.  60-89 Days Delinquent
9.  REO
5.  Note Sale
11.  Full Payoff
  
   
6.  DPO
12.  Reps and Warranties
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at  www.sf.citidirect.com
Page 13 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Historical Delinquency Information
 
                             
  Distribution  
Less Than 1 Month
1 Month
2 Month
3+ Month
Bankruptcy
Foreclosure
REO
 Date              
 
 End. Sched. Bal.
#  
 End. Sched. Bal.
#  
 End. Sched. Bal.
#  
 End. Sched. Bal.
#  
  End. Sched. Bal.
#  
 End. Sched. Bal.
#  
 End. Sched. Bal.
#  
 
0.00      
0  
0.00      
0  
0.00      
0  
0.00      
0  
0.00      
0  
0.00      
0  
0.00      
0  
0.000%      
0.0%  
0.000%      
0.0%  
0.000%      
0.0%  
0.000%      
0.0%  
0.000%      
0.0%  
0.000%      
0.0%  
0.000%      
0.0%  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 14 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Appraisal Reduction Detail
 
                           
 
Loan Number
  
OMCR
  
Property Name
  
Appraisal
Reduction Amount
  
Appraisal
Reduction Date
  
Most Recent
ASER Amount
  
Cumulative
ASER Amount
                           
There is no Appraisal Reduction activity for the current distribution period.
 
                           
 
Totals
                        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 15 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Historical Appraisal Reduction Detail

                
Distribution
      
Appraisal
Appraisal
Most Recent
Cumulative
Date
Loan Number
OMCR
Property Name
Reduction Amount
Reduction Date
ASER Amount
ASER Amount
               
There is no historical Appraisal Reduction activity.
 
               
Totals
              
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 16 of 24
© Copyright 2015 Citigroup
 
 
 
 

Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29

Loan Modification Detail

            
     
Modification
Modification
Modification
Loan Number
OMCR
Property Name
Date
Code (1)
Description
           
There is no Loan Modification activity for the current distribution period.
 
           
Totals
          
  
Modification Code (1)
    
 
1.
Maturity Date Extension
7.
Capitalization of Taxes
 
2.
Amortization Change
8.
Other
 
3.
Principal Write-Off
9.
Combination
 
4.
Blank (formerly Combination)
    
 
5.
Temporary Rate Reduction
    
 
6.
Capitalization of Interest
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 17 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
   
Historical Loan Modification Detail
  
 
             
Distribution
      
Modification
Modification
Modification
Date
Loan
OMCR
Property Name
Date
Code (1)
Description
             
There is no historical Loan Modification activity.
 
 
  Totals
            
 
Modification Code (1)
      
 
1. 
Maturity Date Extension
7. 
Capitalization of Taxes
  
 
2.
Amortization Change
8.
Other
  
 
3.
Principal Write-Off
9.
Combination
  
 
4.
Blank (formerly Combination)
      
 
5.
Temporary Rate Reduction
      
 
6.
Capitalization of Interest
      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 18 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
   
Specially Serviced Loan  Detail
  
 
                 
   
Workout
Most Recent
Most Recent
        
   
Strategy
Inspection
Specially Serviced
Most Recent
Most Recent
Other REO
  
Loan
OMCR
(1)
Date
Transfer Date
Appraisal Date
Appraisal Value
Property Value
Comment from Special Servicer  
                 
There is no Specially Serviced Loan activity for the current distribution period.
 
                 
Totals
                
 
Workout Strategy (1)
          
 
1.
Modification
7.
REO
 13.
 Other or TBD
  
 
2.
Foreclosure
8.
Resolved
 98.
 Not Provided By Servicer
  
 
3.
Bankruptcy
9.
Pending Return to Master Servicer
      
 
4.
Extension
10.
Deed In Lieu of Foreclosure
      
 
5.
Note Sale
11.
Full Payoff
      
 
6.
DPO
12. 
Reps and Warranties
      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 19 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Historical Specially Serviced Loan Detail
 
                                   
     
Spec.
Workout
Spec.
    
Property
      
Net
Net
        
Distribution
Loan
  
Serviced
Strategy
Serviced
Scheduled
Actual
Type
  
Interest
Note
Operating
Operating
 DSC 
DSC
   Maturity  
  
Date
Number
OMCR
 
 Transfer Date
(1)
Loan to MS
Balance
Balance
(2)
State
Rate
 Date
Income
Income Date
   Ratio   
 Date
Date
WART 
There is no historical Specially Serviced Loan activity.
 
                                   
Totals
 
Workout Strategy (1)
            
 
1.  Modification
   7.
REO
   13.
Other or TBD
 
2.  Foreclosure
   8.
Resolved
   98.
Not Provided By Servicer
 
3.  Bankruptcy
   9.
Pending Return to Master Servicer
      
 
4.  Extension
   10.
Deed In Lieu of Foreclosure
      
 
5.  Note Sale
   11.
Full Payoff
      
 
6.  DPO
   12.
Reps and Warranties
      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 20 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Unscheduled Principal Detail
 
                   
Loan Number
OMCR
Liquidation /
Prepayment Date
Liquidation /
Prepayment Code
Unscheduled
Principal Collections
Unscheduled
Principal Adjustments
Other
Interest Adjustment
Prepayment Interest
Excess (Shortfall)
Prepayment
Penalties
Yield Maintenance
Charges
                   
Totals
                  
 
Liquidation / Prepayment Code (1)
  
 
1.  Partial Liquidation (Curtailment)
 7.  
Not Used
  
 
2.  Payoff Prior To Maturity
 8.
Payoff With Penalty
  
 
3.  Disposition / Liquidation
 9.
Payoff With Yield Maintenance
  
 
4.  Repurchase / Substitution
 10.  
Curtailment With Penalty
  
 
5.  Full Payoff At Maturity
 11.
Curtailment With Yield
  
 
6.  DPO
  
Maintenance
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 21 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
 Historical Unscheduled Principal Detail
 
                     
Distribution
Loan
  
Liquidation /
Liquidation /
Unscheduled
Unscheduled
Other
Prepayment Interest
Prepayment
Yield Maintenance
Date
Number
OMCR
Prepayment Date
Prepayment Code
Principal Collections
Principal Adjustments
Interest Adjustment
Excess (Shortfall)
Penality
Premium
                     
Totals
                    
 
Liquidation / Prepayment Code (1)
    
 
1.
Partial Liquidation (Curtailment)
7.
Not Used
 
2.
Payoff Prior To Maturity
8.
Payoff With Penalty
 
3.
Disposition / Liquidation
9.
Payoff With Yield Maintenance
 
4.
Repurchase / Substitution
10. 
Curtailment With Penalty
 
5.
Full Payoff At Maturity
11. 
Curtailment With Yield
 
6. 
DPO
  
Maintenance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 22 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
 Liquidated Loan Detail
 
                         
Loan
  
Final Recovery
Most Recent
Most Recent
Actual
Gross
Proceeds
Liquidation
Net Liquidation
Net Proceeds
Realized
Repurchased by
Number
OMCR
Determ Date
Appraisal Date
Appraisal Value
Balance
Proceeds
as a % of Act Bal
Expenses
Proceeds
as a % of Act Bal
Loss
Seller (Y/N)
                         
 
There is no Liquidated Loan activity for the current distribution period.
  
                         
Totals
                        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 23 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
Distribution Date:
 
Citigroup Commercial Mortgage Trust 2015-GC29
 (citi logo)
Determination Date:
 
Commercial Mortgage Pass-Through Certificates
   
Series 2015-GC29
 
Historical Liquidated Loan Detail
 
                            
 Distribution 
Loan
 
Final Recovery
Most Recent
Most Recent
Actual
Gross
Gross Proceeds
Liquidation
Net Liquidation
Net Proceeds
Realized
 Repurchased by 
Date
Number
OMCR
Determ Date
Appraisal Date
Appraisal Value
Balance
Proceeds
as a % of Act Bal
Expenses
Proceeds
 as a % of Act Bal 
Loss
Seller (Y/N) 
                           
There is no historical Liquidated Loan activity.
 
                           
Totals
                          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reports Available at www.sf.citidirect.com
Page 24 of 24
© Copyright 2015 Citigroup
 
 
 
 
 
EXHIBIT E
 
FORM OF TRANSFER CERTIFICATE
FOR RULE 144A GLOBAL CERTIFICATE
TO TEMPORARY REGULATION S GLOBAL CERTIFICATE
 
(Exchanges or transfers pursuant to
Section 5.03(c) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]* (Common Code No. [______]).
 
In connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:
 
(1)          the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);
 
 
*      Select appropriate depository.
 
 
E-1
 
 
[(2)         at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**
 
[(2)         the transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**
 
(3)           no “directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
 
(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
 
(5)          the transferee is an institution.
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
 
 
[Insert Name of Transferor]
     
 
By:
 
   
Name:
   
Title:
Dated:  
 
    
     
cc: Citigroup Commercial Mortgage Securities Inc.
    
 
 
**      Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.
 
 
E-2
 
 
EXHIBIT F
 
FORM OF TRANSFER CERTIFICATE
FOR RULE 144A GLOBAL CERTIFICATE
TO REGULATION S GLOBAL CERTIFICATE
 
(Exchange or transfers pursuant to
Section 5.03(d) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).
 
In connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:
 
(1)          the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),
 
 
F-1
 
 
[(2)         at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*
 
[(2)         the transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *
 
(3)           no “directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and
 
(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
 
(5)          the transferee is an institution.
 
or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
 
 
[Insert Name of Transferor]
     
 
By:
 
   
Name:
   
Title:
     
Dated:  
 
    
     
cc: Citigroup Commercial Mortgage Securities Inc.
    
 
 
*      Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 
**    Select (i) or (ii), as applicable.
 
 
F-2
 
 
EXHIBIT G
 
FORM OF TRANSFER CERTIFICATE
FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE
TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD
 
(Exchange or transfers pursuant to
Section 5.03(e) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).
 
In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of
 
 
*      Select appropriate depository.
 
 
G-1
 
 
Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
 
 
[Insert Name of Transferor]
     
 
By:
 
   
Name:
   
Title:
Dated:
  
 
    
     
cc: Citigroup Commercial Mortgage Securities Inc.
    
 
 
G-2
 
 
EXHIBIT H
 
FORM OF CERTIFICATION TO BE GIVEN BY
BENEFICIAL OWNER OF TEMPORARY
REGULATION S GLOBAL CERTIFICATE
 
(Exchanges pursuant to
Section 5.03(f) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
[For purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined by Regulation S under the Securities Act of 1933, as amended.
 
We undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are
 
 
*      Select, as applicable.
 
 
H-1
 
 
commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
           
  Dated:      
 
By:
        
   
as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.
 
 
H-2
 

EXHIBIT I
 
FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO TEMPORARY REGULATION S GLOBAL CERTIFICATE
 
(Exchanges or transfers pursuant to
Section 5.03(g) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.
 
In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:
 
(1)          the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);
 
 
*      Select appropriate depository.
 
 
I-1
 
 
[(2)         at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**
 
[(2)         the transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **
 
(3)           no “directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
 
(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
 
(5)          the transferee is an institution.
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
 
 
[Insert Name of Transferor]
     
 
By:
 
   
Name:
   
Title:
Dated:
  
 
    
     
cc: Citigroup Commercial Mortgage Securities Inc.
    
 
 
**      Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.
 
 
I-2
 

 
EXHIBIT J
 
FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO REGULATION S GLOBAL CERTIFICATE
 
(Exchange or transfers pursuant to
Section 5.03(g) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).
 
In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:
 
(1)          the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);
 
 
J-1
 
 
[(2)         at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]*
 
[(2)         the transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] *
 
(3)           no “directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
 
(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
 
(5)          the transferee is an institution.
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
 
 
[Insert Name of Transferor]
     
 
By:
 
   
Name:
   
Title:
Dated:
  
 
    
     
cc: Citigroup Commercial Mortgage Securities Inc.
    
 
 
*      Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.
 
 
J-2
 
 
EXHIBIT K
 
FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO RULE 144A GLOBAL CERTIFICATE
 
(Exchange or transfers pursuant to
Section 5.03(g) of the Pooling and Servicing Agreement)
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__]
       
 
Reference is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
 
This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).
 
In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.
 
We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are
 
 
K-1
 
 
commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer and the Underwriters.
 
 
[Insert Name of Transferor]
     
 
By:
 
   
Name:
   
Title:
Dated:
  
 
    
     
cc: Citigroup Commercial Mortgage Securities Inc.
    
 
 
K-2
 
 
EXHIBIT L-1
 
FORM OF AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
 
Citibank, N.A.,
as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention:      Global Transaction Services –
 CGCMT Commercial Mortgage Trust 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.
            
 
STATE OF )
 
)           ss.:
COUNTY OF  )
 
Capitalized terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.
 
I, [______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being first sworn, depose and say that:
 
1.           I am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.
 
2.           The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each, a “REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier REMIC,” respectively, relating to the Certificates for which an election is to be or has been made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).
 
3.           The Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
 
 
L-1-1
 
 
thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, a State or any political subdivision of a State, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code.
 
4.           The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.
 
5.           The Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.
 
6.           No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.
 
7.           The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.
 
8.           Check the applicable paragraph:
 
o          The present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:
 
 
L-1-2
 
 
(i)          the present value of any consideration given to the Purchaser to acquire such Class R Certificate;
 
(ii)         the present value of the expected future distributions on such Class R Certificate; and
 
(iii)        the present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.
 
For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser.
 
o          The transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
 
(i)          the Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate will only be taxed in the United States;
 
(ii)         at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;
 
(iii)        the Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and
 
(iv)        the Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.
 
o           None of the above.
 
9.           The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.
 
 
L-1-3
 
 
10.         The Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.
 
11.         The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.
 
12.         The Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.
 
13.         The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.
 
14.         The Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.
 
15.         The Purchaser consents to the designation of the Certificate Administrator as the agent of the tax matters person of the Lower-Tier REMIC and Upper-Tier REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.
 
Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.
 
 
L-1-4
 
 
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.
 
 
By:
 
   
Name:
   
Title:
 
 
By:
 
   
Name:
   
Title:
 
On this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.
 
     
   
NOTARY PUBLIC in and for the
   
State of _______________
     
[SEAL]
    
     
My Commission expires:
    
       
 
 
L-1-5
 
 
EXHIBIT L-2
 
FORM OF TRANSFEROR LETTER
 
[Date]
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class R
      
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).  The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.  The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:
 
(1)           No purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment or collection of any tax.
 
(2)           The Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations in clause (9) of such Transfer Affidavit and Agreement are false.
 
(3)           The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates may not be
 
 
L-2-1
 
 
respected for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.
 
 
Very truly yours,
     
   
(Transferor)
     
 
By:
 
   
 Name:
   
 Title:
 
 
L-2-2
 
 
EXHIBIT L-3
 
FORM OF TRANSFEREE LETTER
 
[Date]
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29

Citibank, N.A.,
as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention:        Global Transaction Services –
 CGCMT Commercial Mortgage Trust 2015-GC29

Deutsche Bank Trust Company Americas, as Trustee
1761 East St. Andrew Place
Santa Ana, California 92705-4934
Attention: Trust Administration – CI1529

Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor,
New York, New York 10013
Attention: Paul Vanderslice

[Transferor]
[______]
[______]
Attention: [______]
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
       
 
Ladies and Gentlemen:
 
The undersigned (the “Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____% Percentage Interest] of Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [_], CUSIP No. [____], in certificated fully registered form (such registered interest, the “Certificate”), issued pursuant to that certain pooling and servicing agreement, dated as of April 1, 2015  (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
 
 
L-3-1
 
 
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.
 
[FOR TRANSFERS OF CLASS E, CLASS F, CLASS G OR CLASS H CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such Plan, or (ii) (1) is an insurance company, (2) the source of funds used to acquire or hold the Certificate or an interest therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or using the assets of such governmental plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise result in a non-exempt violation of Similar Law.]
 
[FOR TRANSFERS OF CLASS R OR CLASS S CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or using the assets of such governmental plan to acquire the Certificate.]
 
[FOR TRANSFERS OF CLASS R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended.]
 
[FOR TRANSFERS OF CLASS S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that
 
 
L-3-2
 
 
qualifies as an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act of 1933, as amended, or an entity in which all of the equity owners qualify as “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act of 1933, as amended.]
 
 
L-3-3
 
 
IN WITNESS WHEREOF, the Purchaser hereby executes this Representation Letter on the ___ day of _____, ____.
 
 
Very truly yours,
     
  [The Purchaser]
     
 
By:
 
   
Name:
   
Title:
 
 
L-3-4
 
EXHIBIT L-4
 
FORM OF INVESTMENT REPRESENTATION LETTER
 
[Date]
 

 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ 07310
Attention: Citibank Agency & Trust, CGCMT 2015-GC29

Citibank, N.A.,
as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention:        Global Transaction Services –
 CGCMT Commercial Mortgage Trust 2015-GC29

Deutsche Bank Trust Company Americas, as Trustee
1761 East St. Andrew Place
Santa Ana, California 92705-4934
Attention: Trust Administration – CI1529
 
Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Paul Vanderslice
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29, Class [__] (the “Class [___] Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Deutsche Bank Trust Company Americas, as trustee, and Citibank, N.A., as certificate administrator, on behalf of the holders of Commercial Mortgage Pass Through Certificates, Series 2015-GC29 (the “Certificates”), in connection with the transfer by [             ] (the “Seller”) to the undersigned (the “Purchaser”) of $______ aggregate [Certificate Principal Amount] [Notional Amount] of Class [   ] Certificates [representing a ___% Percentage Interest
 
 
L-4-1
 
 
in the related Class], in certificated fully registered form (such registered interest, the “Transferred Certificate”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
 
In connection with such transfer, the undersigned hereby represents and warrants to you as follows:
 
1.           The Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”), (i.e. an entity meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Transferred Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment discretion. [FOR TRANSFERS OF CLASS R CERTIFICATES: Furthermore, the Purchaser and any such account are each a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act).]The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.
 
2.           The Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS OF ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.
 
3.           The Purchaser acknowledges that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.
 
 
L-4-2
 
 
4.           The Purchaser has reviewed the applicable Offering Circular dated April 1, 2015, relating to the Private Certificates (the “Offering Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.
 
5.           The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and future.
 
6.           The Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section 5.03 of the Pooling and Servicing Agreement.
 
7.           Check one of the following:
 
o            The Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).
 
o            The Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s). The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state that interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Administrator.
 
For the purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).
 
 
L-4-3
 
 
Please make all payments due on the Transferred Certificates:**
 
(a)          by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:
 
Account number:                                                                          
 
Institution:                                                                                        
 
(b)         by mailing a check or draft to the following address:
______________________________________________
______________________________________________
______________________________________________
 
 
Very truly yours,
     
  [Insert Name of Purchaser]
     
 
By:
 
   
Name:
   
Title:
 
Dated: ________________, 20__

 
**      Please select (a) or (b).
 
 
L-4-4
 
 
EXHIBIT M-1
 
FORM OF INVESTOR CERTIFICATION FOR OBTAINING
INFORMATION AND NOTICES
 
[Date]
 
[Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street
Suite 700, Overland Park
Kansas 66210
Attention: Executive Vice President – Division Head]
 
[Citibank, N.A., as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Global Transaction Services –CGCMT 2015-GC29]
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
       
 
In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April 1, 2015  (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is a [[Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].
 
2.          The undersigned has received a copy of the Prospectus Supplement and the Prospectus.1
 
3.           The undersigned is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing.
 
4.           The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s website][Certificate Administrator’s
 
1 Only required for a Certificateholder or a Beneficial Owner.
 
 
M-1-1
 
 
Website] and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.
 
In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.
 
The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.
 
5.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
6.           The undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.
 
7.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
 
IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.
       
 
[Certificateholder][Beneficial
Owner][Prospective Purchaser][Serviced
Companion Loan Holder][Companion Loan
Holder Representative]
   
 
By:
    
       
 
Name:
  
     
 
Title:
  
       
 
Company:
  
     
 
Phone:
    
 
 
M-1-2
 
 
EXHIBIT M-2
 
FORM OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS
 
[Date]

Citibank, N.A., as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Global Transaction Services –CGCMT 2015-GC29

Attention:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
       
 
In accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2015  (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.            The undersigned is a [Certificateholder][Beneficial Owner] of the Class ___ Certificates.
 
2.           The undersigned has received a copy of the Prospectus Supplement and the Prospectus.
 
3.             The undersigned is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor.
 
4.           The undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):
 
 
___
The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.
 
 
___
The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable.
 
 
M-2-1
 
 
 
___
The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.
 
5.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, employees, agents or other authorized representatives (“Representatives”) and shall indemnify the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
6.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.
 
IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.
         
 
[Certificateholder] [Beneficial Owner]
   
 
By:
    
       
 
Name:
  
     
 
Title:
  
     
 
Company:
  
     
 
Phone:
  
 
 
M-2-2
 
 
EXHIBIT M-3
 
FORM OF ONLINE VENDOR CERTIFICATION
 
This Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact [the Certificate Administrator’s customer service desk at 866-252-4360]
 
In connection with the Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates Series 2015-GC29 (the “Certificates”), the undersigned hereby certifies and agrees as follows:
 
1.           The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc. or Markit Group Limited, CMBS.com Inc. or a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices on [www.sf.citidirect.com (“CitiDirect”)] by request of the Depositor.
 
2.           The undersigned agrees that each time it accesses [CitiDirect], the undersigned is deemed to have recertified that the representation above remains true and correct.
 
3.           The undersigned acknowledges and agrees that the provision to it of information and/or reports on [CitiDirect] is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from [CitiDirect].
 
4.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of April 1, 2015, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator and Deutsche Bank Trust Company Americas, as trustee.
 
 
M-3-1
 
 
BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.
         
 
[                       ]
   
 
By:
    
       
 
Name:
  
     
 
Title:
  
     
 
Company:
  
     
 
Phone:
  
 
 
M-3-2
 
 
EXHIBIT M-4
 
FORM OF CONFIDENTIALITY AGREEMENT
 
[Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street
Suite 700, Overland Park
Kansas 66210
Attention: Executive Vice President – Division Head]

[Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street
Suite 700, Overland Park
Kansas 66210
Attention: Executive Vice President – Division Head]

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California, 92705-4934
Attention: Trust Administration – GI1429

Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Paul Vanderslice
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
       
 
Ladies and Gentlemen:
 
In connection with the Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (and may have been previously furnished) with certain information (the “Information”).  For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual, group or entity.
 
In connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the Directing Holder with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any Person other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person contemplating the purchase of any Certificate held by the
 
 
M-4-1
 
 
undersigned or of an interest therein (or such outside Persons as are assisting it in making an evaluation in connection with purchasing the related Certificates (but only if such Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our accountants and attorneys, and (v) such governmental or banking authorities or agencies to which the undersigned is subject; and such Information will not, without the prior written consent of the Master Servicer or the Special Servicer, as applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required to do so by law.
 
The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
 
This Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.
 
Capitalized terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of April 1, 2015, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator and Deutsche Bank Trust Company Americas, as Trustee.
 
This Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.
         
 
Very truly yours,
   
 
[NAME OF ENTITY]
   
 
By:
    
 
Name:
  
 
Title:
  
 
Company:
  
 
Phone:
  
 
cc:
Citigroup Commercial Mortgage Securities Inc.
 
Trustee
 
 
M-4-2
 
 
EXHIBIT M-5

FORM OF NRSRO CERTIFICATION
 
Citibank, N.A., as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Global Transaction Services –CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
  

Ladies and Gentlemen:

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2015  (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1.         The undersigned, a nationally recognized statistical rating organization, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and

2.         The undersigned has access to the Depositor’s Rule 17g-5 website relating to the Certificates.

3.         The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement.

In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential, and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents, or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.
 
 
M-5-1
 
 
4.         The undersigned agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations herein contained remain true and correct.

Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.
         
 
Very truly yours,
   
 
[NRSRO Name]
   
 
By:
    
 
Name:
  
 
Title:
  
 
Phone:
  
 
Email:
  

Dated:

 
M-5-2
 
 
EXHIBIT N

CUSTODIAN CERTIFICATION

[DATE]
 
[All Parties to Pooling and Servicing Agreement]
[Applicable Mortgage Loan Seller]
[Each Underwriter]
[Each Initial Purchaser]
[The related Serviced Companion Loan Holder (upon request, in the case of a Serviced Loan Combination)]
 
 
Re:
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
  
 
Ladies and Gentlemen:
 
In accordance with the provisions of Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Trust Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.
 
The undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.
 
 
N-1
 
 
Capitalized words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian
     
 
By:
 
   
Name:
   
Title:

 
N-2
 
 
SCHEDULE OF EXCEPTIONS
 
[           ]
 
 
N-3
 
 
EXHIBIT O
 
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.
 
 
SERVICING CRITERIA
APPLICABLE
SERVICING
CRITERIA
Reference
Criteria
  
 
General Servicing Considerations
  
1122(d)(1)(i)
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
Master Servicer
Special Servicer
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
Master Servicer
Special Servicer
Certificate Administrator
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
N/A
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
Master Servicer
Special Servicer
Custodian (if such entity is not also the Trustee)
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1
Master Servicer
Special Servicer
Certificate Administrator
 
Cash Collection and Administration
  
1122(d)(2)(i)
Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
Master Servicer
Special Servicer
Certificate Administrator
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
Certificate Administrator
 
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
Master Servicer
Trustee (to the extent the Trustee was required to make an advance during the applicable calendar year)
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
Master Servicer
Special Servicer
Certificate Administrator
 
 
1 The servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.
 
 
O-1
 
 
 
                  SERVICING CRITERIA
APPLICABLE
SERVICING
CRITERIA
Reference
Criteria
  
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.
Master Servicer
Special Servicer
Certificate Administrator
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
Master Servicer
Special Servicer
Certificate Administrator
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
Master Servicer
Special Servicer
Certificate Administrator
 
Investor Remittances and Reporting
  
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.
Certificate Administrator
Operating Advisor (with respect to (A) and (B))
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
Certificate Administrator
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other number of days specified in the transaction agreements.
Certificate Administrator
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
Certificate Administrator
 
Pool Asset Administration
  
1122(d)(4)(i)
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
Master Servicer
Special Servicer
Custodian
1122(d)(4)(ii)
Mortgage loan and related documents are safeguarded as required by the transaction agreements
Custodian
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
Master Servicer
Special Servicer
Certificate Administrator
1122(d)(4)(iv)
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
Master Servicer
1122(d)(4)(v)
The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.
Master Servicer
 
 
O-2
 
 
                  SERVICING CRITERIA
APPLICABLE
SERVICING
CRITERIA
Reference
Criteria
  
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
Master Servicer
Special Servicer
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
Special Servicer
Operating Advisor
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
Master Servicer
Special Servicer
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
Master Servicer
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
Master Servicer
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
Master Servicer
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
Master Servicer
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
Master Servicer
1122(d)(4)(xiv)
 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
Master Servicer
1122(d)(4)(xv)
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
N/A
 
 
O-3
 
 
EXHIBIT P
 
SUPPLEMENTAL SERVICER SCHEDULE
 
 
P-1
 
 

CGCMT 2015-GC29 Supplemental Servicer Schedule
  
   
                                   
Original
  
Remaining
    
Control
      
Loan
  
Mortgage
          
General
  
 Original
  
Origination
  
Amortization Term
  
Amortization Term
    
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Borrower Name
  
Property Type
  
 Balance ($)
  
Date
  
(Mos.)
  
(Mos.)
  
Carve-out Guarantor
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
  
Selig Holdings Company L.L.C.
      
125,000,000
  
3/19/2015
  
0
  
0
  
Selig Family Holdings, LLC and Martin Selig
1.01
      
7NA2C0-1
      
1000 Second Avenue
      
Office
                    
1.02
      
7NA2C0-2
      
2901 Third Avenue
      
Office
                    
1.03
      
7NA2C0-3
      
3101 Western Avenue
      
Office
                    
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
      
Office
                    
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
      
Office
                    
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
      
Office
                    
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
      
Office
                    
1.08
      
7NA2C0-8
      
200 First Avenue West
      
Office
                    
1.09
      
7NA2C0-9
      
18 West Mercer Street
      
Office
                    
2
      
8111
  
CGMRC
  
160 Fifth Avenue
  
RFL 160 Fifth LLC
  
Mixed Use
  
110,000,000
  
3/12/2015
  
0
  
0
  
Aby Rosen and Michael Fuchs
3
      
8304
  
CGMRC
  
3 Columbus Circle
  
3 Columbus Circle LLC
  
Office
  
100,000,000
  
3/6/2015
  
0
  
0
  
SL Green Realty Corp. and Joseph Moinian
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
  
Epic Apollo LLC
  
Office
  
91,500,000
  
2/24/2015
  
0
  
0
  
Steven Elghanayan
5
      
8260
  
CGMRC
  
Parkchester Commercial
  
PPC Commercial, LLC
  
Mixed Use
  
65,000,000
  
2/19/2015
  
360
  
360
  
Parkchester Preservation Company, L.P.
6
      
8049
  
CGMRC
  
170 Broadway
  
170 Broadway Retail Owner, LLC
  
Retail
  
50,000,000
  
3/11/2015
  
360
  
360
  
PPF Retail, LLC and Crown Atlantic Retail I, LLC
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
  
Papago Arroyo Associates, LLC
  
Office
  
29,250,000
  
1/22/2015
  
360
  
360
  
KDI Investments, Inc.
8
      
15011401
  
RMF
  
Ansley Walk
  
AMG Ansley Walk, LLC
  
Multifamily
  
25,000,000
  
2/26/2015
  
360
  
360
  
Anthony J. Iarocci III, Brian C. Gibbs and Gary N. Solomon
9
      
7918
  
CGMRC
  
400 Plaza Drive
  
400 Success LLC
  
Office
  
22,000,000
  
2/19/2015
  
360
  
360
  
Andrew Zafir
10
      
14111908
  
RMF
  
Stone Manor
  
Plutus Stone Manor, LLC
  
Multifamily
  
21,980,000
  
2/19/2015
  
360
  
360
  
Scott Dew and RPD Catalyst, LLC
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
  
Boutique 140 Hotel, LLC and Boutique Hotel Company-Beverly Hills, LLC
      
19,000,000
  
3/11/2015
  
360
  
360
  
Sandip Chadha, Krishan Kumar Chadha and Beena Chadha
11.01
      
7124-1
      
Mosaic Beverly Hills
      
Hospitality
                    
11.02
      
7124-2
      
Maison 140
      
Hospitality
                    
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
  
FB Orangetown Hotel LLC
  
Hospitality
  
17,700,000
  
3/10/2015
  
360
  
360
  
Richard Birdoff
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
  
Commando Industry LLC, Commando Etter LLC, Commando Enterprise LLC and Commando Kentucky LLC
      
17,285,000
  
3/10/2015
  
360
  
359
  
Robert Moser and Robert Morgan
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
      
Self Storage
                    
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
      
Self Storage
                    
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
      
Self Storage
                    
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
      
Self Storage
                    
14
      
14121102
  
RMF
  
Solaire Apartments
  
Providence Drive LLC
  
Multifamily
  
16,480,000
  
3/9/2015
  
360
  
360
  
Yechiel Lopiansky a/k/a Michael Lopiansky, Shmuel Nayman, Gershon Bassman and Yakov Bodenstein
15
      
596AB2
  
GSMC
  
Sherman Plaza
  
New Saugus, LLC
  
Retail
  
14,250,000
  
3/2/2015
  
360
  
360
  
Roger N. Sherman and Keith D. Sherman
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
  
Bloomington Hotel Ventures L.L.C.
  
Hospitality
  
14,000,000
  
1/20/2015
  
360
  
358
  
Myron Kaeding, Dr. Ambrish Gupta, Dr. Vimla Bhooshan and Dr. Yudh Gupta
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
  
Waldon Lakes Acquisition LLC
  
Multifamily
  
13,050,000
  
1/30/2015
  
360
  
360
  
Robert Stone and Ira Mondry
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
  
Homecourt Hospitality North Charleston, LLC
  
Hospitality
  
12,750,000
  
3/9/2015
  
360
  
360
  
Josh D. Williams, Joseph Ross and James W. Turner
19
          
CGMRC
  
Eastmont Town Center
  
Eastmont Office Owner, LLC
  
Office
  
12,325,000
  
3/6/2015
  
360
  
360
  
Vertical Ventures Capital, LLC and Hamid Rezapour
20
  
7
  
15012101
  
RMF
  
Victory Crossing
  
Portsmouth Associates, LLC
  
Retail
  
11,100,000
  
2/5/2015
  
360
  
360
  
William S. Harvin and Howard E. Bowen
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
  
Brightwater Properties, LLC
  
Multifamily
  
10,959,500
  
3/9/2015
  
360
  
360
  
Heidi Lawton
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
  
SBOP Retail Property LLC
  
Retail
  
10,100,000
  
2/27/2015
  
360
  
360
  
Ian Bruce Eichner
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
  
Riverbend Apartments, LLC, Lawndale Apartments, LLC, Phoenix in Elon, LLC, British Manor Apartments, LLC and SW Printing, LLC
      
10,050,000
  
3/19/2015
  
360
  
360
  
Andy Albright and David Hancock
23.01
      
1WF460-1
      
Lawndale Apartments
      
Multifamily
                    
23.02
      
1WF460-2
      
Cypress Pointe
      
Multifamily
                    
23.03
      
1WF460-3
      
Riverbend Apartments
      
Multifamily
                    
23.04
      
1WF460-4
      
British Manor
      
Multifamily
                    
23.05
      
1WF460-5
      
Villas Way
      
Multifamily
                    
23.06
      
1WF460-6
      
The Oaks
      
Multifamily
                    
23.07
      
1WF460-7
      
Brown Apartments
      
Multifamily
                    
24
          
RMF
  
Elizabeth Street Portfolio
  
Curcio KY. 1030, LLC, Curcio KY. 1040, LLC and Curcio KY. 1070, LLC
      
9,500,000
  
3/10/2015
  
360
  
359
  
Robert Moser and Robert Morgan
24.01
              
1030 Elizabeth Street
      
Self Storage
                    
24.02
              
1040 Elizabeth Street
      
Industrial
                    
24.03
              
1070 Elizabeth Street
      
Self Storage
                    
25
      
8054
  
CGMRC
  
Mansell Shops
  
Mansell Shops, LLC
  
Retail
  
9,200,000
  
3/5/2015
  
360
  
360
  
Jeffrey B. Kerker and Jan R. Saperstein
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
  
Lafayette Place OMV, LLC
  
Retail
  
9,000,000
  
1/30/2015
  
360
  
360
  
Dharma Malempati
27
      
8282
  
CGMRC
  
Shops of Flint Creek
  
Shops at Flint Creek Propco, LLC
  
Retail
  
9,000,000
  
1/30/2015
  
360
  
360
  
Andrew S. Hochberg and Marc J. Blum
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
  
Arapahoe & Holly Self-Storage, L.L.C.
  
Self Storage
  
9,000,000
  
1/27/2015
  
0
  
0
  
Harvey L. Saipe and David J. Burry
29
      
14100386
  
RMF
  
Oaks Business Center
  
2967 Sidco Drive Holdings LLC
  
Office
  
9,000,000
  
3/6/2015
  
360
  
360
  
Andrew M. Stone
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
  
RBL Palmdale Center LLC
  
Office
  
8,750,000
  
1/22/2015
  
360
  
360
  
Joseph Blum and Ari Blum
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
  
ECA Buligo Parkwest Crossing, LP
  
Retail
  
7,837,500
  
1/30/2015
  
360
  
360
  
Elliot Sasson, Christpoher Wild and Abraham Reichbach
32
      
59S6E3
  
GSMC
  
Marple Commons
  
Hudson Ventures, LP
  
Office
  
7,500,000
  
3/11/2015
  
360
  
360
  
John M. Hudson and Eric J. Hunter
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
  
Pine Woods Village Holdings Group LLC
  
Multifamily
  
7,400,000
  
2/27/2015
  
360
  
360
  
Meshulam Martin
34
      
1WV3L6
  
GSMC
  
Six Flags Village
  
HPC Collins Investors, LP
  
Retail
  
7,137,750
  
3/6/2015
  
360
  
360
  
Jeffrey Seltzer
35
      
943K09
  
GSMC
  
Greens at Fort Mill
  
The Greens at Fort Mill, LLC
  
Multifamily
  
7,100,000
  
2/18/2015
  
360
  
360
  
Faison S. Kuester, Jr., John Allen and Shaw Kuester
36
      
14103010
  
RMF
  
Zinc Mill Terrace
  
Zinc Mill Terrace, LLC
  
Multifamily
  
7,000,000
  
3/11/2015
  
360
  
360
  
Bradley J. Emmert and Kimberly A. Emmert-O’Dell
37
      
8266
  
CGMRC
  
12001 East Freeway
  
12001 East Freeway Inc.
  
Retail
  
7,000,000
  
2/13/2015
  
360
  
359
  
Mark Seelig
38
      
14120307
  
RMF
  
Crossview Courts Apartments
  
Crossview Partners, LTD.
  
Multifamily
  
6,900,000
  
2/26/2015
  
360
  
360
  
Charles G. Nickson
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
  
Whitehall Tech Center VI, LLC
  
Industrial
  
6,800,000
  
3/13/2015
  
360
  
360
  
Riprand Count Arco
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
  
Lakeside Shopping Center, LLC and Morningside Shoppes, LLC
      
6,600,000
  
3/19/2015
  
360
  
360
  
James L. Case
40.01
      
49.01
      
Lakeside Shopping Center
      
Retail
                    
40.02
      
49.02
      
Morningside Shoppes
      
Retail
                    
41
      
15012201
  
RMF
  
Spring Branch Estates
  
Starpac Spring Grove, LLC
  
Multifamily
  
6,500,000
  
3/6/2015
  
360
  
360
  
Kylie Schischka and Curtis Haines
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
   
                                   
Original
  
Remaining
    
Control
      
Loan
  
Mortgage
          
General
  
 Original
  
Origination
  
Amortization Term
  
Amortization Term
    
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Borrower Name
  
Property Type
  
 Balance ($)
  
Date
  
(Mos.)
  
(Mos.)
  
Carve-out Guarantor
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
  
The Residences at Fall River LLC
      
6,000,000
  
3/6/2015
  
360
  
359
  
Dan Botwinik and Derek Santini
42.01
      
14111704.01
      
The Residences at 1710
      
Multifamily
                    
42.02
      
14111704.02
      
The Residences at 680
      
Multifamily
                    
43
      
8251
  
CGMRC
  
Superior Storage
  
Superior Self Storage II, LLC
  
Mixed Use
  
6,000,000
  
3/6/2015
  
360
  
359
  
Herman R. Kopf and Herman R. Kopf, Trustee of the Herman R. Kopf Revocable Trust Dated January 5, 2006
44
      
61
  
CGMRC
  
Caxton Building
  
Property Operations, LLC
  
Office
  
5,790,000
  
1/6/2015
  
360
  
357
  
William Bolton
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
  
Yaway, L.L.C.
  
Hospitality
  
5,450,000
  
3/4/2015
  
300
  
299
  
Steven Slowey and Wayne Ibarolle
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
  
Checkmate Investors, Ltd.
  
Multifamily
  
5,250,000
  
11/20/2014
  
300
  
296
  
Andrew Alexander and Pete Alexander
47
      
14121701
  
RMF
  
Dames Point Retail
  
Dames Center, LLC
  
Retail
  
5,100,000
  
2/26/2015
  
360
  
360
  
Daniel Halberstein
48
      
14081583
  
RMF
  
Commerce Point I & II
  
3800-3850 Wilke L.L.C.
  
Office
  
5,000,000
  
3/11/2015
  
360
  
360
  
Ronald J. Benach and Wayne Moretti
49
      
71
  
CGMRC
  
500 Murray Road
  
OH MIE, LLC
  
Industrial
  
5,000,000
  
12/10/2014
  
360
  
357
  
Gerald Wendel and Barry Lang
50
      
14120306
  
RMF
  
Tara Hall Apartments
  
Tara Partners, Ltd.
  
Multifamily
  
4,800,000
  
2/24/2015
  
360
  
360
  
Charles G. Nickson
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
  
Gander Properties, Ltd.
  
Multifamily
  
4,800,000
  
8/1/2014
  
360
  
352
  
Michael G. Anderson
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
  
Summerlyn Investors LLC
  
Multifamily
  
4,725,000
  
2/27/2015
  
360
  
359
  
Glenn Gonzales and Shravan Parsi
53
      
8246
  
CGMRC
  
Five Points Shopping Center
  
H&R Tuscaloosa LLC
  
Retail
  
4,712,500
  
3/9/2015
  
360
  
360
  
Joseph Eisenberger
54
      
14100677
  
RMF
  
Bordeaux Apartments
  
TBA Associates, L.P.
  
Multifamily
  
4,650,000
  
3/18/2015
  
360
  
360
  
Philip E. Haight
55
      
79
  
CGMRC
  
Scarsdale Medical Center
  
Heathcote 259 Partners LLC
  
Office
  
4,425,000
  
10/22/2014
  
360
  
360
  
David Luski, Douglas Brout and L. Bradford Perkins
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
  
WOA Red Mountain LLC
  
Retail
  
4,025,550
  
12/22/2014
  
360
  
360
  
Howard S. Banchik and Steven J. Fogel
57
      
14090983
  
RMF
  
Walgreens - Raleigh
  
Kirk Dunitz Raleigh, LLC
  
Retail
  
4,015,000
  
2/20/2015
  
360
  
360
  
Lynn G. Kirk and Frank W. Kirk
58
      
14102203
  
RMF
  
Mercer Crossing
  
Mercer Crossing Shopping Center, LLC
  
Retail
  
3,900,000
  
3/4/2015
  
300
  
299
  
Rafat Shaikh
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
  
Mad Coleman Investment, LLC
  
Multifamily
  
3,800,000
  
3/6/2015
  
360
  
359
  
Edward O. Dewey, James S. Anderson, and John S. Minor
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
  
Curatolo Forest Hills, LLC
  
Self Storage
  
3,750,000
  
3/4/2015
  
360
  
359
  
Robert Moser and Robert Morgan
61
      
14110601
  
RMF
  
Campus Walk Apartments
  
Campus Walk Limited Partnership
  
Multifamily
  
3,700,000
  
2/27/2015
  
360
  
359
  
Nathan S. Collier
62
  
12
      
CGMRC
  
103rd Street Family Center
  
Jacksonville Family Center, LLC
  
Retail
  
3,600,000
  
2/27/2015
  
324
  
324
  
Yale I. Paprin
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
  
Bronx Webster, LLC
  
Office
  
3,590,000
  
1/30/2015
  
360
  
360
  
Vincent Curran, Jr.
64
      
92
  
CGMRC
  
Chester Square
  
Chester Square, Ltd.
  
Retail
  
3,500,000
  
1/30/2015
  
300
  
298
  
George Voutsiotis, George Papaioannides and Nicholas Diamantis
65
      
8280
  
CGMRC
  
BMI Self Storage
  
BMI Storage, LLC
  
Self Storage
  
3,400,000
  
2/25/2015
  
360
  
359
  
David Kipling Smith
66
      
14111404
  
RMF
  
Bay Plaza
  
ATS Bay Plaza, LLC
  
Retail
  
3,275,000
  
2/25/2015
  
360
  
359
  
Amos T. Shoshan
67
          
CGMRC
  
University Landing
  
Gang of Five Guys, LLC
  
Multifamily
  
3,250,000
  
3/11/2015
  
360
  
360
  
Paul V. Hinshaw and Aaron Akers
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
  
Amsdell Storage Ventures XIX, LLC
  
Self Storage
  
3,235,000
  
2/24/2015
  
360
  
360
  
Robert J. Amsdell and Barry L. Amsdell
69
      
7999
  
CGMRC
  
Glen Valley Apartments
  
Glen Valley Apartments, LLC
  
Multifamily
  
3,000,000
  
2/25/2015
  
360
  
359
  
Lee A. Miller and Mark R. Miller
70
      
100
  
CGMRC
  
Belleview Shopping Center
  
Belleview Property LLC
  
Retail
  
2,950,000
  
3/4/2015
  
360
  
359
  
Carnegie Properties, Inc.
71
      
14121577
  
RMF
  
South Elgin Commons
  
South Elgin Commons South Elgin, IL. LLC
  
Retail
  
2,850,000
  
2/6/2015
  
360
  
360
  
Lakeview Crossing Shopping Center Dallas, TX. Limited Partnership
72
      
102
  
CGMRC
  
12285 McNulty Road
  
Onyx Glentov LLC and Onyx Glentov LG LLC
  
Industrial
  
2,825,000
  
12/16/2014
  
360
  
360
  
Leah Rieder and Jeremy Rieder
73
  
13, 14
      
CGMRC
  
La Paz Gateway
  
Rubicon LLC
  
Retail
  
2,800,000
  
2/18/2015
  
360
  
360
  
Robert W. Diel
74
      
104
  
CGMRC
  
Lumen Dental
  
SSFP Investments, LLC
  
Office
  
2,750,000
  
12/19/2014
  
300
  
297
  
Dr. Varnaz Dini, Dr. Shahrzad Jamea, Dr. Saeed Ahmadi and Pejman Jamea
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
  
KAS, LLC
  
Office
  
2,500,000
  
1/30/2015
  
300
  
300
  
Edward R. Sadler
76
      
107
  
CGMRC
  
Audubon Plaza
  
PDQ Audubon, LLC and PDQ 9604 Audubon, LLC
  
Retail
  
2,500,000
  
2/25/2015
  
300
  
299
  
Daniel Abramson
77
      
109
  
CGMRC
  
Maple Highlands
  
Lee Road Apartments, LLC
  
Multifamily
  
2,500,000
  
1/14/2015
  
360
  
358
  
Ernest Tschannen
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
  
HG-Toledo, LLC
  
Retail
  
2,350,000
  
1/28/2015
  
360
  
358
  
John Ashley and Charles Ashley
79
      
8231
  
CGMRC
  
Delta Self Storage
  
Delta Site, LLC
  
Self Storage
  
2,140,000
  
3/11/2015
  
360
  
360
  
Claire Barto and Julie K. Lawton-Essa
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
  
Niagara & Ontario Plaza Associates
  
Retail
  
2,035,000
  
10/9/2014
  
300
  
295
  
Penny D. Cipolla and Joseph A. Cipolla
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
  
Detroit Cass, LLC
  
Office
  
1,800,000
  
2/3/2015
  
300
  
298
  
Vincent Curran, Jr.
82
      
114
  
CGMRC
  
Terrace Glen Estates
  
Terrace Glen MHP LLC
  
Manufactured Housing
  
1,725,000
  
2/23/2015
  
360
  
359
  
Adam T. Schwerin
83
      
115
  
CGMRC
  
Whispering Willow
  
Whispering Willow MHC, LLC
  
Manufactured Housing
  
1,630,000
  
3/9/2015
  
360
  
360
  
David M. Ruby and Richard L. Ruby
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
  
Safe & Secure Self Storage, Inc.
  
Self Storage
  
1,620,000
  
2/6/2015
  
360
  
358
  
Mark Haufe and Danette Haufe
85
      
15010676
  
RMF
  
USA Safe Storage
  
Curatolo Taunton, LLC
  
Self Storage
  
1,530,000
  
2/24/2015
  
360
  
359
  
Robert Moser and Robert Morgan
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
  
Transworld Properties
  
Retail
  
620,000
  
3/6/2015
  
360
  
359
  
Michael Sorotzkin
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
                                             
Control
      
Loan
  
Mortgage
          
Upfront RE
  
Ongoing RE
  
Upfront
  
Ongoing
  
Upfront
  
Ongoing
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Letter of Credit
  
Tax Reserve ($)
  
Tax Reserve ($)
  
 Insurance Reserve ($)
  
 Insurance Reserve ($)
  
Replacement Reserve ($)
  
Replacement Reserve ($)
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
  
No
  
255,019
  
255,019
  
0
  
0
  
0
  
33,989
1.01
      
7NA2C0-1
      
1000 Second Avenue
                            
1.02
      
7NA2C0-2
      
2901 Third Avenue
                            
1.03
      
7NA2C0-3
      
3101 Western Avenue
                            
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
                            
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
                            
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
                            
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
                            
1.08
      
7NA2C0-8
      
200 First Avenue West
                            
1.09
      
7NA2C0-9
      
18 West Mercer Street
                            
2
      
8111
  
CGMRC
  
160 Fifth Avenue
  
No
  
435,627
  
108,907
  
0
  
0
  
0
  
2,358
3
      
8304
  
CGMRC
  
3 Columbus Circle
  
No
  
1,260,386
  
420,129
  
0
  
0
  
0
  
0
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
  
No
  
0
  
0
  
0
  
0
  
0
  
9,995
5
      
8260
  
CGMRC
  
Parkchester Commercial
  
No
  
715,977
  
260,355
  
0
  
0
  
0
  
14,122
6
      
8049
  
CGMRC
  
170 Broadway
  
No
  
43,213
  
8,643
  
0
  
0
  
24,200
  
0
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
  
No
  
0
  
0
  
8,193
  
4,096
  
0
  
6,054
8
      
15011401
  
RMF
  
Ansley Walk
  
No
  
73,510
  
17,502
  
8,960
  
8,533
  
0
  
5,042
9
      
7918
  
CGMRC
  
400 Plaza Drive
  
No
  
170,045
  
85,022
  
18,901
  
6,300
  
0
  
4,308
10
      
14111908
  
RMF
  
Stone Manor
  
No
  
0
  
16,990
  
15,538
  
7,399
  
883,100
  
4,958
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
  
No
  
95,666
  
23,917
  
79,749
  
8,861
  
0
  
22,904
11.01
      
7124-1
      
Mosaic Beverly Hills
                            
11.02
      
7124-2
      
Maison 140
                            
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
  
No
  
114,069
  
22,814
  
0
  
0
  
0
  
8,828
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
  
No
  
39,257
  
9,347
  
25,768
  
2,231
  
0
  
3,128
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
                            
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
                            
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
                            
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
                            
14
      
14121102
  
RMF
  
Solaire Apartments
  
No
  
332,913
  
39,633
  
35,995
  
11,427
  
0
  
6,953
15
      
596AB2
  
GSMC
  
Sherman Plaza
  
No
  
0
  
17,549
  
22,464
  
2,042
  
0
  
1,248
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
  
No
  
355,285
  
71,057
  
0
  
14,260
  
0
  
0
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
  
No
  
69,392
  
11,565
  
7,037
  
3,518
  
50,000
  
4,167
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
  
No
  
60,907
  
15,227
  
0
  
0
  
0
  
8,655
19
          
CGMRC
  
Eastmont Town Center
  
No
  
169,755
  
84,878
  
29,313
  
9,771
  
0
  
8,571
20
  
7
  
15012101
  
RMF
  
Victory Crossing
  
No
  
44,550
  
14,143
  
26,851
  
2,131
  
0
  
1,800
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
  
No
  
0
  
19,571
  
0
  
2,688
  
0
  
4,075
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
  
No
  
4,763
  
4,763
  
32,705
  
10,902
  
0
  
301
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
  
No
  
44,685
  
11,171
  
47,964
  
7,838
  
0
  
6,091
23.01
      
1WF460-1
      
Lawndale Apartments
                            
23.02
      
1WF460-2
      
Cypress Pointe
                            
23.03
      
1WF460-3
      
Riverbend Apartments
                            
23.04
      
1WF460-4
      
British Manor
                            
23.05
      
1WF460-5
      
Villas Way
                            
23.06
      
1WF460-6
      
The Oaks
                            
23.07
      
1WF460-7
      
Brown Apartments
                            
24
          
RMF
  
Elizabeth Street Portfolio
  
No
  
23,519
  
5,600
  
16,900
  
1,463
  
0
  
1,953
24.01
              
1030 Elizabeth Street
                            
24.02
              
1040 Elizabeth Street
                            
24.03
              
1070 Elizabeth Street
                            
25
      
8054
  
CGMRC
  
Mansell Shops
  
No
  
61,496
  
10,249
  
8,663
  
2,166
  
0
  
935
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
  
No
  
57,212
  
14,303
  
32,500
  
3,250
  
350,000
  
0
27
      
8282
  
CGMRC
  
Shops of Flint Creek
  
No
  
88,353
  
12,622
  
0
  
0
  
0
  
742
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
  
No
  
0
  
8,568
  
7,724
  
966
  
0
  
0
29
      
14100386
  
RMF
  
Oaks Business Center
  
No
  
8,049
  
3,833
  
2,360
  
1,124
  
0
  
722
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
  
No
  
27,487
  
13,743
  
0
  
0
  
0
  
774
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
  
No
  
28,313
  
9,438
  
1,475
  
1,475
  
100,000
  
1,070
32
      
59S6E3
  
GSMC
  
Marple Commons
  
No
  
34,332
  
11,444
  
11,927
  
2,385
  
0
  
1,272
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
  
No
  
35,731
  
17,866
  
8,339
  
4,169
  
0
  
3,575
34
      
1WV3L6
  
GSMC
  
Six Flags Village
  
No
  
42,108
  
14,036
  
0
  
0
  
35,000
  
0
35
      
943K09
  
GSMC
  
Greens at Fort Mill
  
No
  
3,737
  
1,246
  
14,443
  
1,444
  
0
  
1,333
36
      
14103010
  
RMF
  
Zinc Mill Terrace
  
No
  
46,940
  
8,941
  
14,103
  
1,919
  
0
  
1,958
37
      
8266
  
CGMRC
  
12001 East Freeway
  
No
  
42,506
  
14,169
  
86,471
  
8,647
  
0
  
1,383
38
      
14120307
  
RMF
  
Crossview Courts Apartments
  
No
  
27,424
  
8,706
  
81,958
  
7,096
  
0
  
3,451
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
  
No
  
16,246
  
5,415
  
5,760
  
0
  
0
  
2,265
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
  
No
  
0
  
25,429
  
0
  
4,842
  
0
  
1,001
40.01
      
49.01
      
Lakeside Shopping Center
                            
40.02
      
49.02
      
Morningside Shoppes
                            
41
      
15012201
  
RMF
  
Spring Branch Estates
  
No
  
22,685
  
7,202
  
18,561
  
5,892
  
685,000
  
2,979
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
                                             
Control
      
Loan
  
Mortgage
          
Upfront RE
  
Ongoing RE
  
Upfront
  
Ongoing
  
Upfront
  
Ongoing
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Letter of Credit
  
Tax Reserve ($)
  
Tax Reserve ($)
  
 Insurance Reserve ($)
  
 Insurance Reserve ($)
  
Replacement Reserve ($)
  
Replacement Reserve ($)
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
  
No
  
0
  
6,004
  
3,907
  
3,721
  
0
  
2,188
42.01
      
14111704.01
      
The Residences at 1710
                            
42.02
      
14111704.02
      
The Residences at 680
                            
43
      
8251
  
CGMRC
  
Superior Storage
  
No
  
16,718
  
8,359
  
3,086
  
1,543
  
0
  
1,469
44
      
61
  
CGMRC
  
Caxton Building
  
No
  
62,500
  
20,834
  
97,531
  
8,103
  
0
  
3,366
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
  
No
  
6,193
  
6,193
  
28,043
  
2,337
  
0
  
6,155
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
  
No
  
13,365
  
6,683
  
6,656
  
11,444
  
0
  
7,353
47
      
14121701
  
RMF
  
Dames Point Retail
  
No
  
9,186
  
8,749
  
34,588
  
2,306
  
0
  
1,898
48
      
14081583
  
RMF
  
Commerce Point I & II
  
No
  
209,614
  
66,544
  
0
  
0
  
0
  
3,127
49
      
71
  
CGMRC
  
500 Murray Road
  
No
  
48,729
  
7,452
  
20,530
  
2,053
  
0
  
5,944
50
      
14120306
  
RMF
  
Tara Hall Apartments
  
No
  
28,413
  
9,020
  
91,973
  
7,963
  
0
  
3,777
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
  
No
  
0
  
8,444
  
24,108
  
6,027
  
0
  
3,786
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
  
No
  
33,874
  
8,469
  
0
  
0
  
282,000
  
5,000
53
      
8246
  
CGMRC
  
Five Points Shopping Center
  
No
  
17,475
  
4,369
  
3,523
  
352
  
0
  
735
54
      
14100677
  
RMF
  
Bordeaux Apartments
  
No
  
31,707
  
7,549
  
10,950
  
2,607
  
51,818
  
3,040
55
      
79
  
CGMRC
  
Scarsdale Medical Center
  
No
  
0
  
0
  
0
  
0
  
0
  
0
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
  
No
  
24,981
  
4,163
  
0
  
0
  
35,175
  
0
57
      
14090983
  
RMF
  
Walgreens - Raleigh
  
No
  
0
  
0
  
0
  
0
  
0
  
0
58
      
14102203
  
RMF
  
Mercer Crossing
  
No
  
27,912
  
4,431
  
5,488
  
1,742
  
0
  
1,855
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
  
No
  
8,488
  
2,829
  
2,479
  
2,479
  
0
  
3,295
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
  
No
  
10,146
  
2,416
  
5,619
  
487
  
0
  
608
61
      
14110601
  
RMF
  
Campus Walk Apartments
  
No
  
6,725
  
6,725
  
11,010
  
2,622
  
0
  
4,525
62
  
12
      
CGMRC
  
103rd Street Family Center
  
No
  
27,411
  
5,482
  
14,933
  
1,659
  
60,000
  
473
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
  
No
  
0
  
2,955
  
1,963
  
1,963
  
464
  
464
64
      
92
  
CGMRC
  
Chester Square
  
No
  
44,427
  
8,675
  
13,849
  
1,095
  
0
  
508
65
      
8280
  
CGMRC
  
BMI Self Storage
  
No
  
12,249
  
1,750
  
3,275
  
1,637
  
0
  
817
66
      
14111404
  
RMF
  
Bay Plaza
  
No
  
4,583
  
4,583
  
9,077
  
4,323
  
0
  
640
67
          
CGMRC
  
University Landing
  
No
  
19,312
  
3,862
  
5,164
  
1,721
  
0
  
1,100
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
  
No
  
15,286
  
3,821
  
0
  
0
  
0
  
702
69
      
7999
  
CGMRC
  
Glen Valley Apartments
  
No
  
36,049
  
9,012
  
3,620
  
1,810
  
0
  
2,600
70
      
100
  
CGMRC
  
Belleview Shopping Center
  
No
  
7,728
  
1,876
  
20,864
  
2,981
  
0
  
1,402
71
      
14121577
  
RMF
  
South Elgin Commons
  
No
  
49,698
  
6,762
  
4,397
  
419
  
0
  
179
72
      
102
  
CGMRC
  
12285 McNulty Road
  
No
  
46,677
  
4,456
  
11,404
  
998
  
0
  
938
73
  
13, 14
      
CGMRC
  
La Paz Gateway
  
No
  
4,870
  
4,870
  
1,007
  
503
  
0
  
75
74
      
104
  
CGMRC
  
Lumen Dental
  
No
  
40,898
  
3,510
  
1,505
  
298
  
0
  
0
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
  
No
  
5,905
  
1,968
  
344
  
344
  
150
  
150
76
      
107
  
CGMRC
  
Audubon Plaza
  
No
  
7,853
  
1,963
  
2,653
  
2,653
  
0
  
1,049
77
      
109
  
CGMRC
  
Maple Highlands
  
No
  
7,494
  
3,745
  
12,825
  
1,069
  
0
  
3,137
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
  
No
  
0
  
0
  
1,513
  
1,513
  
0
  
0
79
      
8231
  
CGMRC
  
Delta Self Storage
  
No
  
21,105
  
3,015
  
1,991
  
664
  
0
  
404
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
  
No
  
0
  
4,188
  
8,400
  
842
  
0
  
1,288
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
  
No
  
2,015
  
2,015
  
1,217
  
1,217
  
194
  
194
82
      
114
  
CGMRC
  
Terrace Glen Estates
  
No
  
15,300
  
3,825
  
680
  
340
  
0
  
417
83
      
115
  
CGMRC
  
Whispering Willow
  
No
  
8,441
  
2,814
  
766
  
383
  
0
  
425
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
  
No
  
17,533
  
2,505
  
4,318
  
540
  
0
  
375
85
      
15010676
  
RMF
  
USA Safe Storage
  
No
  
19,562
  
4,658
  
4,997
  
433
  
0
  
432
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
  
No
  
3,802
  
1,267
  
0
  
0
  
0
  
52
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
        
                                               
Control
      
Loan
  
Mortgage
        
Replacement
  
Upfront
  
Ongoing
      
Upfront Debt
  
Ongoing Debt
  
Upfront Deferred
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
    
Reserve Caps ($)
  
TI/LC Reserve ($)
  
TI/LC Reserve ($)
  
TI/LC Caps ($)
  
Service Reserve ($)
  
Service Reserve ($)
  
 Maintenance Reserve ($)
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
    
0
  
0
  
203,932
  
0
  
0
  
0
  
337,524
1.01
      
7NA2C0-1
      
1000 Second Avenue
                              
1.02
      
7NA2C0-2
      
2901 Third Avenue
                              
1.03
      
7NA2C0-3
      
3101 Western Avenue
                              
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
                              
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
                              
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
                              
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
                              
1.08
      
7NA2C0-8
      
200 First Avenue West
                              
1.09
      
7NA2C0-9
      
18 West Mercer Street
                              
2
      
8111
  
CGMRC
  
160 Fifth Avenue
    
0
  
0
  
16,667
  
0
  
0
  
0
  
30,563
3
      
8304
  
CGMRC
  
3 Columbus Circle
    
0
  
4,405,062
  
0
  
0
  
0
  
0
  
3,500,000
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
    
0
  
0
  
49,972
  
0
  
0
  
0
  
0
5
      
8260
  
CGMRC
  
Parkchester Commercial
    
0
  
0
  
0
  
0
  
0
  
0
  
0
6
      
8049
  
CGMRC
  
170 Broadway
    
0
  
0
  
0
  
0
  
0
  
0
  
0
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
    
145,295
  
0
  
25,000
  
500,000
  
0
  
0
  
0
8
      
15011401
  
RMF
  
Ansley Walk
    
0
  
0
  
0
  
0
  
0
  
0
  
0
9
      
7918
  
CGMRC
  
400 Plaza Drive
    
0
  
1,000,000
  
21,538
  
1,500,000
  
0
  
0
  
0
10
      
14111908
  
RMF
  
Stone Manor
    
0
  
0
  
0
  
0
  
0
  
0
  
11,563
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
    
0
  
0
  
0
  
0
  
0
  
0
  
9,313
11.01
      
7124-1
      
Mosaic Beverly Hills
                              
11.02
      
7124-2
      
Maison 140
                              
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
    
0
  
0
  
0
  
0
  
121,430
  
0
  
8,063
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
    
0
  
0
  
0
  
0
  
0
  
0
  
21,469
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
                              
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
                              
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
                              
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
                              
14
      
14121102
  
RMF
  
Solaire Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
138,125
15
      
596AB2
  
GSMC
  
Sherman Plaza
    
44,917
  
0
  
3,119
  
220,000
  
0
  
0
  
271,350
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
    
0
  
0
  
0
  
0
  
0
  
0
  
23,750
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
    
150,000
  
0
  
0
  
0
  
0
  
0
  
26,625
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
    
0
  
0
  
0
  
0
  
0
  
0
  
0
19
          
CGMRC
  
Eastmont Town Center
    
0
  
0
  
42,853
  
0
  
0
  
0
  
505,480
20
  
7
  
15012101
  
RMF
  
Victory Crossing
    
43,200
  
0
  
4,139
  
150,000
  
0
  
0
  
0
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
0
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
    
0
  
0
  
2,917
  
175,000
  
0
  
0
  
0
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
    
0
  
0
  
0
  
0
  
0
  
0
  
80,297
23.01
      
1WF460-1
      
Lawndale Apartments
                              
23.02
      
1WF460-2
      
Cypress Pointe
                              
23.03
      
1WF460-3
      
Riverbend Apartments
                              
23.04
      
1WF460-4
      
British Manor
                              
23.05
      
1WF460-5
      
Villas Way
                              
23.06
      
1WF460-6
      
The Oaks
                              
23.07
      
1WF460-7
      
Brown Apartments
                              
24
          
RMF
  
Elizabeth Street Portfolio
    
0
  
50,000
  
1,871
  
75,000
  
0
  
0
  
0
24.01
              
1030 Elizabeth Street
                              
24.02
              
1040 Elizabeth Street
                              
24.03
              
1070 Elizabeth Street
                              
25
      
8054
  
CGMRC
  
Mansell Shops
    
0
  
350,000
  
0
  
350,000
  
0
  
0
  
0
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
    
350,000
  
97,000
  
4,348
  
200,000
  
0
  
0
  
0
27
      
8282
  
CGMRC
  
Shops of Flint Creek
    
0
  
100,000
  
3,343
  
125,000
  
0
  
0
  
0
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
    
0
  
0
  
0
  
0
  
0
  
0
  
0
29
      
14100386
  
RMF
  
Oaks Business Center
    
0
  
126,000
  
5,148
  
247,080
  
0
  
0
  
0
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
    
0
  
0
  
7,414
  
0
  
0
  
0
  
15,000
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
    
0
  
100,000
  
2,853
  
200,000
  
0
  
0
  
0
32
      
59S6E3
  
GSMC
  
Marple Commons
    
0
  
0
  
7,083
  
340,000
  
0
  
0
  
0
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
    
128,700
  
0
  
0
  
0
  
0
  
0
  
3,450
34
      
1WV3L6
  
GSMC
  
Six Flags Village
    
35,000
  
0
  
1,667
  
100,000
  
0
  
0
  
14,531
35
      
943K09
  
GSMC
  
Greens at Fort Mill
    
0
  
0
  
0
  
0
  
0
  
0
  
0
36
      
14103010
  
RMF
  
Zinc Mill Terrace
    
47,000
  
0
  
0
  
0
  
0
  
0
  
469
37
      
8266
  
CGMRC
  
12001 East Freeway
    
0
  
0
  
0
  
0
  
0
  
0
  
67,563
38
      
14120307
  
RMF
  
Crossview Courts Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
0
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
    
0
  
50,000
  
8,333
  
200,000
  
0
  
0
  
28,215
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
    
0
  
0
  
3,336
  
45,000
  
0
  
0
  
9,250
40.01
      
49.01
      
Lakeside Shopping Center
                              
40.02
      
49.02
      
Morningside Shoppes
                              
41
      
15012201
  
RMF
  
Spring Branch Estates
    
0
  
0
  
0
  
0
  
0
  
0
  
215,125
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
        
                                               
Control
      
Loan
  
Mortgage
        
Replacement
  
Upfront
  
Ongoing
      
Upfront Debt
  
Ongoing Debt
  
Upfront Deferred
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
    
Reserve Caps ($)
  
TI/LC Reserve ($)
  
TI/LC Reserve ($)
  
TI/LC Caps ($)
  
Service Reserve ($)
  
Service Reserve ($)
  
 Maintenance Reserve ($)
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
    
0
  
0
  
0
  
0
  
0
  
0
  
0
42.01
      
14111704.01
      
The Residences at 1710
                              
42.02
      
14111704.02
      
The Residences at 680
                              
43
      
8251
  
CGMRC
  
Superior Storage
    
0
  
0
  
1,160
  
30,000
  
0
  
0
  
0
44
      
61
  
CGMRC
  
Caxton Building
    
0
  
475,000
  
0
  
394,309
  
0
  
0
  
0
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
    
0
  
0
  
0
  
0
  
0
  
0
  
2,500
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
150,203
47
      
14121701
  
RMF
  
Dames Point Retail
    
0
  
0
  
4,111
  
197,340
  
0
  
0
  
16,875
48
      
14081583
  
RMF
  
Commerce Point I & II
    
0
  
500,000
  
31,273
  
0
  
0
  
0
  
24,688
49
      
71
  
CGMRC
  
500 Murray Road
    
0
  
0
  
7,727
  
0
  
0
  
0
  
26,250
50
      
14120306
  
RMF
  
Tara Hall Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
0
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
146,300
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
102,111
53
      
8246
  
CGMRC
  
Five Points Shopping Center
    
0
  
100,000
  
0
  
100,000
  
0
  
0
  
0
54
      
14100677
  
RMF
  
Bordeaux Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
48,183
55
      
79
  
CGMRC
  
Scarsdale Medical Center
    
0
  
0
  
531
  
26,000
  
0
  
0
  
7,850
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
    
10,603
  
100,000
  
1,965
  
194,296
  
0
  
0
  
0
57
      
14090983
  
RMF
  
Walgreens - Raleigh
    
0
  
0
  
0
  
0
  
0
  
0
  
0
58
      
14102203
  
RMF
  
Mercer Crossing
    
0
  
300,000
  
4,167
  
0
  
0
  
0
  
33,750
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
    
0
  
0
  
0
  
0
  
0
  
0
  
25,982
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
    
0
  
0
  
0
  
0
  
0
  
0
  
0
61
      
14110601
  
RMF
  
Campus Walk Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
11,250
62
  
12
      
CGMRC
  
103rd Street Family Center
    
0
  
0
  
3,150
  
151,200
  
0
  
0
  
17,763
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
    
0
  
1,100,000
  
0
  
0
  
52,727
  
0
  
0
64
      
92
  
CGMRC
  
Chester Square
    
0
  
85,000
  
2,233
  
80,388
  
0
  
0
  
0
65
      
8280
  
CGMRC
  
BMI Self Storage
    
19,618
  
0
  
0
  
0
  
0
  
0
  
0
66
      
14111404
  
RMF
  
Bay Plaza
    
0
  
100,000
  
0
  
100,000
  
0
  
0
  
0
67
          
CGMRC
  
University Landing
    
0
  
0
  
0
  
0
  
0
  
0
  
0
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
    
0
  
0
  
0
  
0
  
0
  
0
  
0
69
      
7999
  
CGMRC
  
Glen Valley Apartments
    
0
  
0
  
0
  
0
  
0
  
0
  
143,994
70
      
100
  
CGMRC
  
Belleview Shopping Center
    
0
  
0
  
3,506
  
126,219
  
0
  
0
  
0
71
      
14121577
  
RMF
  
South Elgin Commons
    
6,449
  
10,000
  
1,030
  
54,000
  
0
  
0
  
7,984
72
      
102
  
CGMRC
  
12285 McNulty Road
    
0
  
150,000
  
0
  
150,000
  
0
  
0
  
2,300
73
  
13, 14
      
CGMRC
  
La Paz Gateway
    
2,700
  
0
  
1,256
  
45,000
  
0
  
0
  
0
74
      
104
  
CGMRC
  
Lumen Dental
    
0
  
0
  
1,043
  
37,559
  
0
  
0
  
5,625
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
    
0
  
3,682
  
3,682
  
150,000
  
0
  
0
  
0
76
      
107
  
CGMRC
  
Audubon Plaza
    
0
  
0
  
2,622
  
94,386
  
0
  
0
  
0
77
      
109
  
CGMRC
  
Maple Highlands
    
0
  
0
  
0
  
0
  
0
  
0
  
0
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
    
0
  
1,173
  
1,173
  
0
  
0
  
0
  
0
79
      
8231
  
CGMRC
  
Delta Self Storage
    
14,526
  
0
  
0
  
0
  
0
  
0
  
0
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
    
0
  
0
  
2,068
  
50,000
  
0
  
0
  
0
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
    
0
  
0
  
0
  
0
  
0
  
0
  
0
82
      
114
  
CGMRC
  
Terrace Glen Estates
    
0
  
0
  
0
  
0
  
0
  
0
  
0
83
      
115
  
CGMRC
  
Whispering Willow
    
0
  
0
  
0
  
0
  
0
  
0
  
0
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
    
0
  
0
  
0
  
0
  
0
  
0
  
0
85
      
15010676
  
RMF
  
USA Safe Storage
    
0
  
0
  
0
  
0
  
0
  
0
  
14,194
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
    
0
  
0
  
153
  
0
  
0
  
0
  
0
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
              
               
                                           
Grace
Control
      
Loan
  
Mortgage
      
Ongoing Deferred
  
Upfront
  
Ongoing
  
Upfront
  
Ongoing
  
Other Reserve
  
Period-
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
 Maintenance Reserve ($)
  
Environmental Reserve ($)
  
Environmental Reserve ($)
  
 Other Reserve ($)
  
 Other Reserve ($)
  
Description
  
Default
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
  
0
  
0
  
0
  
7,278,662
  
0
  
Unexecuted Lease Holdback ($3,900,807); Unfunded Obligations ($3,377,855)
  
0
1.01
      
7NA2C0-1
      
1000 Second Avenue
                            
1.02
      
7NA2C0-2
      
2901 Third Avenue
                            
1.03
      
7NA2C0-3
      
3101 Western Avenue
                            
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
                            
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
                            
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
                            
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
                            
1.08
      
7NA2C0-8
      
200 First Avenue West
                            
1.09
      
7NA2C0-9
      
18 West Mercer Street
                            
2
      
8111
  
CGMRC
  
160 Fifth Avenue
  
0
  
0
  
0
  
870,175
  
0
  
Unfunded Obligations Reserve
  
0
3
      
8304
  
CGMRC
  
3 Columbus Circle
  
0
  
0
  
0
  
4,915,084
  
0
  
Signage Conversion ($2,524,836); Signage Rent ($1,550,000); Rent Concession ($840,248)
  
0
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
  
0
  
0
  
0
  
0
  
0
  
 
  
0
5
      
8260
  
CGMRC
  
Parkchester Commercial
  
0
  
0
  
0
  
228,017
  
0
  
Violations Work Reserve ($115,000); Free Rent Reserve ($113,017)
  
5
6
      
8049
  
CGMRC
  
170 Broadway
  
0
  
0
  
0
  
5,379
  
0
  
Condo Assessment Reserve
  
0
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
  
0
  
0
  
0
  
0
  
51,190
  
Ground Rent
  
0
8
      
15011401
  
RMF
  
Ansley Walk
  
0
  
0
  
0
  
0
  
0
      
0
9
      
7918
  
CGMRC
  
400 Plaza Drive
  
0
  
0
  
0
  
276,461
  
0
  
Hexaware Lease Reserve ($95,374); Aruba TI Reserve ($90,725); Aruba Lease Reserve ($90,362)
  
0
10
      
14111908
  
RMF
  
Stone Manor
  
0
  
0
  
0
  
0
  
0
      
0
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
  
0
  
0
  
0
  
2,541,435
  
0
  
Mosaic Renovation Reserve
  
0
11.01
      
7124-1
      
Mosaic Beverly Hills
                            
11.02
      
7124-2
      
Maison 140
                            
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
  
0
  
0
  
0
  
2,500
  
0
  
Marriott Comfort Letter Transfer Fee Reserve
  
0
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
  
0
  
0
  
0
  
0
  
0
      
0
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
                            
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
                            
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
                            
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
                            
14
      
14121102
  
RMF
  
Solaire Apartments
  
0
  
0
  
0
  
0
  
0
      
0
15
      
596AB2
  
GSMC
  
Sherman Plaza
  
0
  
0
  
0
  
0
  
0
      
0
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
  
0
  
0
  
0
  
4,654,443
  
0
  
PIP Reserve ($4,612,308); Parking Rent Reserve ($42,135)
  
0
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
  
0
  
0
  
0
  
0
  
0
      
0
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
  
0
  
0
  
0
  
0
  
0
  
 
  
0
19
          
CGMRC
  
Eastmont Town Center
  
0
  
0
  
0
  
0
  
0
      
5
20
  
7
  
15012101
  
RMF
  
Victory Crossing
  
0
  
0
  
0
  
17,500
  
0
  
Simply Fashion Rent Reserve
  
0
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
  
0
  
0
  
0
  
0
  
0
      
0
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
  
0
  
0
  
0
  
181,819
  
0
  
CIBO Leasing Reserve ($150,000); Free Rent Reserve ($20,819); CAM Reserve ($11,000)
  
0
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
  
0
  
0
  
0
  
0
  
0
  
 
  
0
23.01
      
1WF460-1
      
Lawndale Apartments
                            
23.02
      
1WF460-2
      
Cypress Pointe
                            
23.03
      
1WF460-3
      
Riverbend Apartments
                            
23.04
      
1WF460-4
      
British Manor
                            
23.05
      
1WF460-5
      
Villas Way
                            
23.06
      
1WF460-6
      
The Oaks
                            
23.07
      
1WF460-7
      
Brown Apartments
                            
24
          
RMF
  
Elizabeth Street Portfolio
  
0
  
0
  
0
  
0
  
0
      
0
24.01
              
1030 Elizabeth Street
                            
24.02
              
1040 Elizabeth Street
                            
24.03
              
1070 Elizabeth Street
                            
25
      
8054
  
CGMRC
  
Mansell Shops
  
0
  
0
  
0
  
0
  
0
      
0
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
  
0
  
0
  
0
  
300,724
  
0
  
Big Lots Reserve ($219,960); Unfunded Obligations Reserve ($80,764.06)
  
0
27
      
8282
  
CGMRC
  
Shops of Flint Creek
  
0
  
0
  
0
  
0
  
0
      
0
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
  
0
  
0
  
0
  
0
  
0
  
 
  
0
29
      
14100386
  
RMF
  
Oaks Business Center
  
0
  
0
  
0
  
0
  
0
      
0
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
  
0
  
0
  
0
  
0
  
0
      
0
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
  
0
  
0
  
0
  
0
  
0
      
0
32
      
59S6E3
  
GSMC
  
Marple Commons
  
0
  
0
  
0
  
0
  
0
  
 
  
0
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
  
0
  
0
  
0
  
0
  
0
      
0
34
      
1WV3L6
  
GSMC
  
Six Flags Village
  
0
  
172,000
  
0
  
250,000
  
0
  
OfficeMax Reserve
  
0
35
      
943K09
  
GSMC
  
Greens at Fort Mill
  
0
  
0
  
0
  
0
  
0
  
 
  
0
36
      
14103010
  
RMF
  
Zinc Mill Terrace
  
0
  
0
  
0
  
0
  
0
      
0
37
      
8266
  
CGMRC
  
12001 East Freeway
  
0
  
0
  
0
  
0
  
0
      
0
38
      
14120307
  
RMF
  
Crossview Courts Apartments
  
0
  
0
  
0
  
0
  
0
      
0
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
  
0
  
0
  
0
  
0
  
0
  
 
  
0
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
  
0
  
0
  
0
  
0
  
0
      
5
40.01
      
49.01
      
Lakeside Shopping Center
                            
40.02
      
49.02
      
Morningside Shoppes
                            
41
      
15012201
  
RMF
  
Spring Branch Estates
  
0
  
0
  
0
  
0
  
0
      
0
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
              
               
                                           
Grace
Control
      
Loan
  
Mortgage
      
Ongoing Deferred
  
Upfront
  
Ongoing
  
Upfront
  
Ongoing
  
Other Reserve
  
Period-
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
 Maintenance Reserve ($)
  
Environmental Reserve ($)
  
Environmental Reserve ($)
  
 Other Reserve ($)
  
 Other Reserve ($)
  
Description
  
Default
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
  
0
  
0
  
0
  
37,500
  
0
  
201 Cove Reserve
  
0
42.01
      
14111704.01
      
The Residences at 1710
                            
42.02
      
14111704.02
      
The Residences at 680
                            
43
      
8251
  
CGMRC
  
Superior Storage
  
0
  
0
  
0
  
17,122
  
0
  
Unfunded Obligations Reserve
  
0
44
      
61
  
CGMRC
  
Caxton Building
  
0
  
0
  
0
  
0
  
0
      
0
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
  
0
  
0
  
0
  
1,179,257
  
0
  
PIP Reserve
  
0
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
  
0
  
0
  
0
  
557
  
0
  
Tax Service Fee ($535); Flood Certification Fee ($22)
  
0
47
      
14121701
  
RMF
  
Dames Point Retail
  
0
  
62,500
  
0
  
0
  
0
      
0
48
      
14081583
  
RMF
  
Commerce Point I & II
  
0
  
0
  
0
  
370,349
  
0
  
Paylocity Suite 220 Reserve Funds ($252,847.98); Paylocity Suite 350 Reserve Funds ($66,688.08); Paylocity Suite 350 Free Rent Reserve Funds ($41,580); Paylocity Suite 220 Free Rent Reserve Funds ($9,233.24)
  
0
49
      
71
  
CGMRC
  
500 Murray Road
  
0
  
0
  
0
  
156,250
  
0
  
Demolition Work Deposit
  
0
50
      
14120306
  
RMF
  
Tara Hall Apartments
  
0
  
0
  
0
  
0
  
0
      
0
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
  
0
  
0
  
0
  
0
  
0
      
0
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
  
0
  
0
  
0
  
0
  
0
      
0
53
      
8246
  
CGMRC
  
Five Points Shopping Center
  
0
  
0
  
0
  
0
  
0
      
0
54
      
14100677
  
RMF
  
Bordeaux Apartments
  
0
  
0
  
0
  
0
  
0
      
0
55
      
79
  
CGMRC
  
Scarsdale Medical Center
  
0
  
0
  
0
  
0
  
0
      
0
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
  
0
  
0
  
0
  
0
  
0
      
0
57
      
14090983
  
RMF
  
Walgreens - Raleigh
  
0
  
0
  
0
  
0
  
0
      
0
58
      
14102203
  
RMF
  
Mercer Crossing
  
0
  
0
  
0
  
0
  
0
      
0
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
  
0
  
0
  
0
  
0
  
0
  
 
  
0
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
  
0
  
0
  
0
  
0
  
0
      
0
61
      
14110601
  
RMF
  
Campus Walk Apartments
  
0
  
0
  
0
  
0
  
0
      
0
62
  
12
      
CGMRC
  
103rd Street Family Center
  
0
  
0
  
0
  
0
  
0
      
5
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
  
0
  
0
  
0
  
0
  
0
      
0
64
      
92
  
CGMRC
  
Chester Square
  
0
  
0
  
0
  
0
  
0
      
0
65
      
8280
  
CGMRC
  
BMI Self Storage
  
0
  
0
  
0
  
0
  
0
      
0
66
      
14111404
  
RMF
  
Bay Plaza
  
0
  
0
  
0
  
0
  
0
      
0
67
          
CGMRC
  
University Landing
  
0
  
0
  
0
  
0
  
0
      
5
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
  
0
  
0
  
0
  
135,000
  
0
  
Property Costs Holdback
  
0
69
      
7999
  
CGMRC
  
Glen Valley Apartments
  
0
  
0
  
0
  
0
  
0
      
0
70
      
100
  
CGMRC
  
Belleview Shopping Center
  
0
  
0
  
0
  
0
  
0
      
0
71
      
14121577
  
RMF
  
South Elgin Commons
  
0
  
0
  
0
  
0
  
0
      
0
72
      
102
  
CGMRC
  
12285 McNulty Road
  
0
  
0
  
0
  
0
  
0
      
0
73
  
13, 14
      
CGMRC
  
La Paz Gateway
  
0
  
0
  
0
  
65,726
  
0
  
Prepaid Rent Reserve
  
5
74
      
104
  
CGMRC
  
Lumen Dental
  
0
  
0
  
0
  
0
  
0
      
0
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
  
0
  
0
  
0
  
59,422
  
0
  
Dr. Hugo Termination Reserve
  
0
76
      
107
  
CGMRC
  
Audubon Plaza
  
0
  
0
  
0
  
368,898
  
0
  
Unfunded Obligations Reserve ($289,250); Free Rent Reserve ($79,648)
  
0
77
      
109
  
CGMRC
  
Maple Highlands
  
0
  
0
  
0
  
0
  
0
      
0
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
  
0
  
0
  
0
  
0
  
0
      
0
79
      
8231
  
CGMRC
  
Delta Self Storage
  
0
  
0
  
0
  
0
  
0
      
0
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
  
0
  
0
  
0
  
35,000
  
0
  
Family Dollar Reserve
  
0
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
  
0
  
0
  
0
  
0
  
0
      
0
82
      
114
  
CGMRC
  
Terrace Glen Estates
  
0
  
0
  
0
  
0
  
0
      
0
83
      
115
  
CGMRC
  
Whispering Willow
  
0
  
0
  
0
  
0
  
0
      
0
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
  
0
  
0
  
0
  
0
  
0
      
0
85
      
15010676
  
RMF
  
USA Safe Storage
  
0
  
0
  
0
  
0
  
0
      
0
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
  
0
  
0
  
0
  
0
  
0
      
0
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
          
           
                   
Grace
                        
Control
      
Loan
  
Mortgage
      
Period-
  
Residual Value
  
Lease Enhancement
  
Environmental
  
O&M
  
Cash
    
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Late Fee
  
Insurance
  
Insurance
  
Insurance
  
Required
  
Management
  
Lockbox
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
  
0
  
No
  
No
  
No
      
In Place
  
Hard
1.01
      
7NA2C0-1
      
1000 Second Avenue
      
No
  
No
  
No
  
None
        
1.02
      
7NA2C0-2
      
2901 Third Avenue
      
No
  
No
  
No
  
None
        
1.03
      
7NA2C0-3
      
3101 Western Avenue
      
No
  
No
  
No
  
None
        
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
      
No
  
No
  
No
  
None
        
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
      
No
  
No
  
No
  
None
        
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
      
No
  
No
  
No
  
ACM
        
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
      
No
  
No
  
No
  
ACM
        
1.08
      
7NA2C0-8
      
200 First Avenue West
      
No
  
No
  
No
  
ACM
        
1.09
      
7NA2C0-9
      
18 West Mercer Street
      
No
  
No
  
No
  
None
        
2
      
8111
  
CGMRC
  
160 Fifth Avenue
  
0
  
No
  
No
  
No
  
None
  
In Place
  
Hard
3
      
8304
  
CGMRC
  
3 Columbus Circle
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
  
5
  
No
  
No
  
No
  
None
  
In Place
  
Hard
5
      
8260
  
CGMRC
  
Parkchester Commercial
  
5
  
No
  
No
  
Yes
  
None
  
Springing
  
Hard
6
      
8049
  
CGMRC
  
170 Broadway
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Hard
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
8
      
15011401
  
RMF
  
Ansley Walk
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
9
      
7918
  
CGMRC
  
400 Plaza Drive
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Hard
10
      
14111908
  
RMF
  
Stone Manor
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
  
0
  
No
  
No
  
No
      
Springing
  
Hard
11.01
      
7124-1
      
Mosaic Beverly Hills
      
No
  
No
  
No
  
ACM
        
11.02
      
7124-2
      
Maison 140
      
No
  
No
  
No
  
ACM
        
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
  
0
  
No
  
No
  
No
      
Springing
  
Springing
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
      
No
  
No
  
No
  
None
        
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
      
No
  
No
  
No
  
None
        
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
      
No
  
No
  
No
  
None
        
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
      
No
  
No
  
No
  
None
        
14
      
14121102
  
RMF
  
Solaire Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
15
      
596AB2
  
GSMC
  
Sherman Plaza
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Hard
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
19
          
CGMRC
  
Eastmont Town Center
  
5
  
No
  
No
  
No
  
None
  
Springing
  
Hard
20
  
7
  
15012101
  
RMF
  
Victory Crossing
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Soft
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
  
0
  
No
  
No
  
No
  
None
  
In Place
  
Hard
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
  
0
  
No
  
No
  
No
      
None
  
None
23.01
      
1WF460-1
      
Lawndale Apartments
      
No
  
No
  
No
  
None
        
23.02
      
1WF460-2
      
Cypress Pointe
      
No
  
No
  
No
  
None
        
23.03
      
1WF460-3
      
Riverbend Apartments
      
No
  
No
  
No
  
None
        
23.04
      
1WF460-4
      
British Manor
      
No
  
No
  
No
  
ACM & LBP
        
23.05
      
1WF460-5
      
Villas Way
      
No
  
No
  
No
  
ACM & LBP
        
23.06
      
1WF460-6
      
The Oaks
      
No
  
No
  
No
  
None
        
23.07
      
1WF460-7
      
Brown Apartments
      
No
  
No
  
No
  
ACM & LBP
        
24
          
RMF
  
Elizabeth Street Portfolio
  
0
  
No
  
No
  
No
      
Springing
  
Springing
24.01
              
1030 Elizabeth Street
      
No
  
No
  
No
  
None
        
24.02
              
1040 Elizabeth Street
      
No
  
No
  
No
  
None
        
24.03
              
1070 Elizabeth Street
      
No
  
No
  
No
  
None
        
25
      
8054
  
CGMRC
  
Mansell Shops
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
27
      
8282
  
CGMRC
  
Shops of Flint Creek
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
  
0
  
No
  
No
  
No
  
None
  
None
  
None
29
      
14100386
  
RMF
  
Oaks Business Center
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Hard
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
32
      
59S6E3
  
GSMC
  
Marple Commons
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
34
      
1WV3L6
  
GSMC
  
Six Flags Village
  
0
  
No
  
No
  
Yes
  
None
  
Springing
  
Springing
35
      
943K09
  
GSMC
  
Greens at Fort Mill
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
36
      
14103010
  
RMF
  
Zinc Mill Terrace
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
37
      
8266
  
CGMRC
  
12001 East Freeway
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Hard
38
      
14120307
  
RMF
  
Crossview Courts Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
  
15
  
No
  
No
  
No
  
None
  
In Place
  
Hard
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
  
5
  
No
  
No
  
No
      
Springing
  
Springing
40.01
      
49.01
      
Lakeside Shopping Center
      
No
  
No
  
No
  
None
        
40.02
      
49.02
      
Morningside Shoppes
      
No
  
No
  
No
  
None
        
41
      
15012201
  
RMF
  
Spring Branch Estates
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
          
           
                   
Grace
                        
Control
      
Loan
  
Mortgage
      
Period-
  
Residual Value
  
Lease Enhancement
  
Environmental
  
O&M
  
Cash
    
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Late Fee
  
Insurance
  
Insurance
  
Insurance
  
Required
  
Management
  
Lockbox
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
  
0
  
No
  
No
  
No
      
Springing
  
Springing
42.01
      
14111704.01
      
The Residences at 1710
      
No
  
No
  
No
  
ACM & LBP
        
42.02
      
14111704.02
      
The Residences at 680
      
No
  
No
  
No
  
ACM & LBP
        
43
      
8251
  
CGMRC
  
Superior Storage
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
44
      
61
  
CGMRC
  
Caxton Building
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
None
  
None
47
      
14121701
  
RMF
  
Dames Point Retail
  
0
  
No
  
No
  
Yes
  
ACM
  
Springing
  
Hard
48
      
14081583
  
RMF
  
Commerce Point I & II
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
49
      
71
  
CGMRC
  
500 Murray Road
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
50
      
14120306
  
RMF
  
Tara Hall Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
53
      
8246
  
CGMRC
  
Five Points Shopping Center
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
54
      
14100677
  
RMF
  
Bordeaux Apartments
  
0
  
No
  
No
  
No
  
ACM
  
None
  
None
55
      
79
  
CGMRC
  
Scarsdale Medical Center
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
57
      
14090983
  
RMF
  
Walgreens - Raleigh
  
15
  
No
  
No
  
No
  
None
  
Springing
  
Springing
58
      
14102203
  
RMF
  
Mercer Crossing
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
  
15
  
No
  
No
  
No
  
ACM & LBP
  
None
  
None
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
61
      
14110601
  
RMF
  
Campus Walk Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
62
  
12
      
CGMRC
  
103rd Street Family Center
  
5
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
64
      
92
  
CGMRC
  
Chester Square
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
65
      
8280
  
CGMRC
  
BMI Self Storage
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
66
      
14111404
  
RMF
  
Bay Plaza
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Hard
67
          
CGMRC
  
University Landing
  
15
  
No
  
No
  
No
  
None
  
Springing
  
Springing
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
69
      
7999
  
CGMRC
  
Glen Valley Apartments
  
0
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
70
      
100
  
CGMRC
  
Belleview Shopping Center
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
71
      
14121577
  
RMF
  
South Elgin Commons
  
10
  
No
  
No
  
No
  
None
  
Springing
  
Springing
72
      
102
  
CGMRC
  
12285 McNulty Road
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
73
  
13, 14
      
CGMRC
  
La Paz Gateway
  
5
  
No
  
No
  
No
  
None
  
Springing
  
Springing
74
      
104
  
CGMRC
  
Lumen Dental
  
0
  
No
  
No
  
No
  
ACM
  
In Place
  
Hard
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Soft
76
      
107
  
CGMRC
  
Audubon Plaza
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
77
      
109
  
CGMRC
  
Maple Highlands
  
3
  
No
  
No
  
No
  
ACM & LBP
  
Springing
  
Springing
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
79
      
8231
  
CGMRC
  
Delta Self Storage
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Soft
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Hard
82
      
114
  
CGMRC
  
Terrace Glen Estates
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
83
      
115
  
CGMRC
  
Whispering Willow
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
  
0
  
No
  
No
  
No
  
None
  
Springing
  
Springing
85
      
15010676
  
RMF
  
USA Safe Storage
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
  
0
  
No
  
No
  
No
  
ACM
  
Springing
  
Springing
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
   
                           
Monthly
  
Interest
            
Control
      
Loan
  
Mortgage
      
Units, Pads,
  
Unit
  
Debt
  
Accrual
  
Administrative
  
Ground
    
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Rooms, Sq Ft
  
Description
  
Service ($) (1)
  
Method
  
Fee Rate (%) (2)
  
Lease Y/N
  
Prepayment Provision (3)
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
  
1,631,457
  
SF
  
412,790.08
  
Actual/360
  
0.0095%
      
Lockout/24_Defeasance/92_0%/4
1.01
      
7NA2C0-1
      
1000 Second Avenue
  
447,792
  
SF
              
No
    
1.02
      
7NA2C0-2
      
2901 Third Avenue
  
269,862
  
SF
              
No
    
1.03
      
7NA2C0-3
      
3101 Western Avenue
  
187,035
  
SF
              
No
    
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
  
226,159
  
SF
              
No
    
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
  
189,849
  
SF
              
No
    
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
  
124,276
  
SF
              
No
    
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
  
84,582
  
SF
              
No
    
1.08
      
7NA2C0-8
      
200 First Avenue West
  
66,470
  
SF
              
No
    
1.09
      
7NA2C0-9
      
18 West Mercer Street
  
35,432
  
SF
              
No
    
2
      
8111
  
CGMRC
  
160 Fifth Avenue
  
141,497
  
SF
  
385,235.53
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
3
      
8304
  
CGMRC
  
3 Columbus Circle
  
525,807
  
SF
  
305,011.57
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/88_0%/7
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
  
599,664
  
SF
  
288,865.18
  
Actual/360
  
0.0170%
  
No
  
Lockout/25_Defeasance/32_0%/3
5
      
8260
  
CGMRC
  
Parkchester Commercial
  
541,232
  
SF
  
307,329.58
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_>YM or 1%/92_0%/3
6
      
8049
  
CGMRC
  
170 Broadway
  
16,134
  
SF
  
243,051.66
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/90_0%/6
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
  
279,411
  
SF
  
143,550.15
  
Actual/360
  
0.0370%
  
Yes
  
Lockout/26_Defeasance/90_0%/4
8
      
15011401
  
RMF
  
Ansley Walk
  
242
  
Units
  
124,600.23
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
9
      
7918
  
CGMRC
  
400 Plaza Drive
  
258,459
  
SF
  
108,484.52
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
10
      
14111908
  
RMF
  
Stone Manor
  
238
  
Units
  
109,483.77
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
  
93
  
Rooms
  
96,044.55
  
Actual/360
  
0.0095%
      
Lockout/24_Defeasance/32_0%/4
11.01
      
7124-1
      
Mosaic Beverly Hills
  
49
  
Rooms
              
No
    
11.02
      
7124-2
      
Maison 140
  
44
  
Rooms
              
No
    
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
  
129
  
Rooms
  
89,788.50
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
  
250,275
  
SF
  
90,897.48
  
Actual/360
  
0.0095%
      
Lockout/25_Defeasance/91_0%/4
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
  
94,900
  
SF
              
No
    
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
  
70,375
  
SF
              
No
    
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
  
56,100
  
SF
              
No
    
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
  
28,900
  
SF
              
No
    
14
      
14121102
  
RMF
  
Solaire Apartments
  
382
  
Units
  
85,768.92
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_>YM or 1%/32_0%/4
15
      
596AB2
  
GSMC
  
Sherman Plaza
  
74,862
  
SF
  
68,897.11
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
  
430
  
Rooms
  
72,189.15
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/92_0%/2
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
  
200
  
Units
  
65,503.56
  
Actual/360
  
0.0570%
  
No
  
Lockout/26_Defeasance/90_0%/4
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
  
149
  
Rooms
  
64,822.26
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/91_0%/5
19
          
CGMRC
  
Eastmont Town Center
  
514,236
  
SF
  
66,994.31
  
Actual/360
  
0.0170%
  
No
  
Lockout/24_Defeasance/32_0%/4
20
  
7
  
15012101
  
RMF
  
Victory Crossing
  
107,973
  
SF
  
53,763.88
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/89_0%/5
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
  
163
  
Units
  
55,270.01
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
  
24,044
  
SF
  
50,875.59
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/88_0%/7
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
  
277
  
Units
  
50,207.81
  
Actual/360
  
0.0095%
      
Lockout/24_Defeasance/92_0%/4
23.01
      
1WF460-1
      
Lawndale Apartments
  
44
  
Units
              
No
    
23.02
      
1WF460-2
      
Cypress Pointe
  
60
  
Units
              
No
    
23.03
      
1WF460-3
      
Riverbend Apartments
  
42
  
Units
              
No
    
23.04
      
1WF460-4
      
British Manor
  
84
  
Units
              
No
    
23.05
      
1WF460-5
      
Villas Way
  
18
  
Units
              
No
    
23.06
      
1WF460-6
      
The Oaks
  
18
  
Units
              
No
    
23.07
      
1WF460-7
      
Brown Apartments
  
11
  
Units
              
No
    
24
          
RMF
  
Elizabeth Street Portfolio
  
156,246
  
SF
  
49,958.12
  
Actual/360
  
0.0095%
      
Lockout/25_Defeasance/91_0%/4
24.01
              
1030 Elizabeth Street
  
62,510
  
SF
              
No
    
24.02
              
1040 Elizabeth Street
  
64,136
  
SF
              
No
    
24.03
              
1070 Elizabeth Street
  
29,600
  
SF
              
No
    
25
      
8054
  
CGMRC
  
Mansell Shops
  
56,124
  
SF
  
46,396.65
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
  
94,875
  
SF
  
43,592.34
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance or >YM or 1%/90_0%/4
27
      
8282
  
CGMRC
  
Shops of Flint Creek
  
59,325
  
SF
  
43,487.85
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/90_0%/4
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
  
90,750
  
SF
  
29,656.25
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/90_0%/4
29
      
14100386
  
RMF
  
Oaks Business Center
  
61,770
  
SF
  
45,388.02
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
  
58,017
  
SF
  
42,534.04
  
Actual/360
  
0.0395%
  
No
  
Lockout/26_Defeasance/90_0%/4
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
  
85,602
  
SF
  
38,326.72
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/91_0%/3
32
      
59S6E3
  
GSMC
  
Marple Commons
  
57,760
  
SF
  
36,514.51
  
Actual/360
  
0.0495%
  
No
  
Lockout/24_Defeasance/92_0%/4
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
  
156
  
Units
  
35,971.65
  
Actual/360
  
0.0570%
  
No
  
Lockout/25_Defeasance/91_0%/4
34
      
1WV3L6
  
GSMC
  
Six Flags Village
  
76,904
  
SF
  
35,983.79
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_>YM or 1%/89_0%/7
35
      
943K09
  
GSMC
  
Greens at Fort Mill
  
64
  
Units
  
35,219.30
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
36
      
14103010
  
RMF
  
Zinc Mill Terrace
  
94
  
Units
  
35,136.01
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
37
      
8266
  
CGMRC
  
12001 East Freeway
  
110,675
  
SF
  
33,016.77
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/92_0%/3
38
      
14120307
  
RMF
  
Crossview Courts Apartments
  
167
  
Units
  
34,756.59
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
  
80,686
  
SF
  
33,092.63
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
  
80,066
  
SF
  
32,159.67
  
Actual/360
  
0.0095%
      
Lockout/24_Defeasance/92_0%/4
40.01
      
49.01
      
Lakeside Shopping Center
  
47,969
  
SF
              
No
    
40.02
      
49.02
      
Morningside Shoppes
  
32,097
  
SF
              
No
    
41
      
15012201
  
RMF
  
Spring Branch Estates
  
143
  
Units
  
33,089.21
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
   
                           
Monthly
  
Interest
            
Control
      
Loan
  
Mortgage
      
Units, Pads,
  
Unit
  
Debt
  
Accrual
  
Administrative
  
Ground
    
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Rooms, Sq Ft
  
Description
  
Service ($) (1)
  
Method
  
Fee Rate (%) (2)
  
Lease Y/N
  
Prepayment Provision (3)
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
  
105
  
Units
  
31,298.84
  
Actual/360
  
0.0095%
      
Lockout/25_Defeasance/91_0%/4
42.01
      
14111704.01
      
The Residences at 1710
  
66
  
Units
              
No
    
42.02
      
14111704.02
      
The Residences at 680
  
39
  
Units
              
No
    
43
      
8251
  
CGMRC
  
Superior Storage
  
117,512
  
SF
  
30,258.68
  
Actual/360
  
0.0295%
  
No
  
Lockout/25_Defeasance/92_0%/3
44
      
61
  
CGMRC
  
Caxton Building
  
147,549
  
SF
  
29,337.08
  
Actual/360
  
0.0670%
  
No
  
Lockout/27_Defeasance/89_0%/4
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
  
87
  
Rooms
  
30,447.75
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
  
281
  
Units
  
28,015.26
  
Actual/360
  
0.0770%
  
No
  
Lockout/28_Defeasance/88_0%/4
47
      
14121701
  
RMF
  
Dames Point Retail
  
75,900
  
SF
  
25,223.47
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
48
      
14081583
  
RMF
  
Commerce Point I & II
  
187,638
  
SF
  
26,445.24
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
49
      
71
  
CGMRC
  
500 Murray Road
  
356,610
  
SF
  
23,957.32
  
Actual/360
  
0.0095%
  
No
  
Lockout/27_Defeasance/87_0%/6
50
      
14120306
  
RMF
  
Tara Hall Apartments
  
166
  
Units
  
23,894.97
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
  
148
  
Units
  
25,268.14
  
Actual/360
  
0.0095%
  
No
  
Lockout/32_Defeasance/85_0%/3
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
  
200
  
Units
  
26,385.05
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/10_0%/25
53
      
8246
  
CGMRC
  
Five Points Shopping Center
  
58,834
  
SF
  
23,626.20
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/93_0%/3
54
      
14100677
  
RMF
  
Bordeaux Apartments
  
120
  
Units
  
23,754.67
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/89_0%/7
55
      
79
  
CGMRC
  
Scarsdale Medical Center
  
8,982
  
SF
  
22,368.27
  
Actual/360
  
0.0095%
  
No
  
Lockout/29_Defeasance/87_0%/4
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
  
17,671
  
SF
  
19,803.29
  
Actual/360
  
0.0395%
  
No
  
Lockout/27_Defeasance/89_0%/4
57
      
14090983
  
RMF
  
Walgreens - Raleigh
  
14,820
  
SF
  
20,702.82
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
58
      
14102203
  
RMF
  
Mercer Crossing
  
111,324
  
SF
  
21,810.50
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
  
112
  
Units
  
18,693.72
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
  
48,600
  
SF
  
19,403.86
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
61
      
14110601
  
RMF
  
Campus Walk Apartments
  
181
  
Units
  
18,201.78
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
62
  
12
      
CGMRC
  
103rd Street Family Center
  
37,800
  
SF
  
19,538.07
  
Actual/360
  
0.1070%
  
No
  
Lockout/25_Defeasance/91_0%/4
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
  
19,979
  
SF
  
17,977.32
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/90_0%/4
64
      
92
  
CGMRC
  
Chester Square
  
40,600
  
SF
  
19,793.40
  
Actual/360
  
0.0670%
  
No
  
Lockout/26_Defeasance/90_0%/4
65
      
8280
  
CGMRC
  
BMI Self Storage
  
98,092
  
SF
  
16,626.58
  
Actual/360
  
0.0595%
  
No
  
Lockout/25_Defeasance/91_0%/4
66
      
14111404
  
RMF
  
Bay Plaza
  
38,419
  
SF
  
16,691.38
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
67
          
CGMRC
  
University Landing
  
132
  
Beds
  
17,051.62
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
  
56,195
  
SF
  
16,104.21
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
69
      
7999
  
CGMRC
  
Glen Valley Apartments
  
104
  
Units
  
15,830.75
  
Actual/360
  
0.0595%
  
No
  
Lockout/25_Defeasance/92_0%/3
70
      
100
  
CGMRC
  
Belleview Shopping Center
  
84,146
  
SF
  
15,034.99
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
71
      
14121577
  
RMF
  
South Elgin Commons
  
13,436
  
SF
  
14,103.84
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_>YM or 1%/89_0%/7
72
      
102
  
CGMRC
  
12285 McNulty Road
  
75,000
  
SF
  
14,079.83
  
Actual/360
  
0.0095%
  
No
  
Lockout/27_Defeasance/89_0%/4
73
  
13, 14
      
CGMRC
  
La Paz Gateway
  
6,028
  
SF
  
13,988.25
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/88_0%/7
74
      
104
  
CGMRC
  
Lumen Dental
  
17,150
  
SF
  
16,156.44
  
Actual/360
  
0.0495%
  
No
  
Lockout/27_Defeasance/29_0%/4
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
  
20,085
  
SF
  
13,334.35
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/90_0%/4
76
      
107
  
CGMRC
  
Audubon Plaza
  
62,924
  
SF
  
14,123.83
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
77
      
109
  
CGMRC
  
Maple Highlands
  
104
  
Units
  
12,519.02
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/91_0%/3
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
  
11,093
  
SF
  
11,601.90
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/90_0%/4
79
      
8231
  
CGMRC
  
Delta Self Storage
  
48,418
  
SF
  
11,435.72
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
  
42,675
  
SF
  
11,161.56
  
Actual/360
  
0.0095%
  
No
  
Lockout/29_Defeasance/87_0%/4
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
  
11,413
  
SF
  
9,903.09
  
Actual/360
  
0.0095%
  
No
  
Lockout/26_Defeasance/90_0%/4
82
      
114
  
CGMRC
  
Terrace Glen Estates
  
100
  
Pads
  
8,638.13
  
Actual/360
  
0.0720%
  
No
  
Lockout/25_Defeasance/91_0%/4
83
      
115
  
CGMRC
  
Whispering Willow
  
102
  
Pads
  
8,463.60
  
Actual/360
  
0.0095%
  
No
  
Lockout/24_Defeasance/92_0%/4
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
  
30,002
  
SF
  
8,401.93
  
Actual/360
  
0.0595%
  
No
  
Lockout/26_Defeasance/90_0%/4
85
      
15010676
  
RMF
  
USA Safe Storage
  
34,550
  
SF
  
8,008.89
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/91_0%/4
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
  
3,120
  
SF
  
3,393.01
  
Actual/360
  
0.0095%
  
No
  
Lockout/25_Defeasance/92_0%/3
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
   
                       
Companion Loan
  
Companion Loan
Control
      
Loan
  
Mortgage
      
Companion
  
Monthly Debt
  
Interest Accrual
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Loan Flag
  
Service ($)
  
Method
1
      
7NA2C0
  
GSMC
  
Selig Office Portfolio
  
Yes
  
726,510.53
  
Actual/360
1.01
      
7NA2C0-1
      
1000 Second Avenue
            
1.02
      
7NA2C0-2
      
2901 Third Avenue
            
1.03
      
7NA2C0-3
      
3101 Western Avenue
            
1.04
      
7NA2C0-4
      
300 Elliott Avenue West
            
1.05
      
7NA2C0-5
      
3131 Elliott Avenue
            
1.06
      
7NA2C0-6
      
2615 Fourth Avenue
            
1.07
      
7NA2C0-7
      
190 Queen Anne Avenue North
            
1.08
      
7NA2C0-8
      
200 First Avenue West
            
1.09
      
7NA2C0-9
      
18 West Mercer Street
            
2
      
8111
  
CGMRC
  
160 Fifth Avenue
            
3
      
8304
  
CGMRC
  
3 Columbus Circle
  
Yes
  
762,528.94
  
Actual/360
4
      
599L06
  
GSMC
  
Apollo Education Group Headquarters
            
5
      
8260
  
CGMRC
  
Parkchester Commercial
            
6
      
8049
  
CGMRC
  
170 Broadway
  
Yes
  
97,220.67
  
Actual/360
7
  
4
  
9P8SZ0
  
GSMC
  
Papago Arroyo
            
8
      
15011401
  
RMF
  
Ansley Walk
            
9
      
7918
  
CGMRC
  
400 Plaza Drive
            
10
      
14111908
  
RMF
  
Stone Manor
            
11
      
7124
  
CGMRC
  
Beverly Hills Hotel Portfolio
            
11.01
      
7124-1
      
Mosaic Beverly Hills
            
11.02
      
7124-2
      
Maison 140
            
12
      
8238
  
CGMRC
  
Residence Inn Orangeburg
            
13
      
14120504
  
RMF
  
Kentucky Self Storage Portfolio
            
13.01
      
14120504.01
      
Safe Storage 910 Enterprise Court - Lexington
            
13.02
      
14120504.02
      
Safe Storage Industry Parkway - Nicholasville
            
13.03
      
14120504.03
      
Safe Storage Etter Drive - Nicholasville
            
13.04
      
14120504.04
      
The Storeroom Mobile Storage - Lexington
            
14
      
14121102
  
RMF
  
Solaire Apartments
            
15
      
596AB2
  
GSMC
  
Sherman Plaza
            
16
  
5
  
7996
  
CGMRC
  
Crowne Plaza Bloomington
  
Yes
  
63,165.51
  
Actual/360
17
      
8245
  
CGMRC
  
Waldon Lakes Apartments
            
18
  
6
  
59TS98
  
GSMC
  
Doubletree Charleston
            
19
          
CGMRC
  
Eastmont Town Center
  
Yes
  
157,633.68
  
Actual/360
20
  
7
  
15012101
  
RMF
  
Victory Crossing
            
21
      
27
  
FCRE REL, LLC
  
Ashton Arlington Heights Apartments
            
22
  
8
  
8200
  
CGMRC
  
Continuum Tower Retail
            
23
      
1WF460
  
GSMC
  
Triad Apartment Portfolio
            
23.01
      
1WF460-1
      
Lawndale Apartments
            
23.02
      
1WF460-2
      
Cypress Pointe
            
23.03
      
1WF460-3
      
Riverbend Apartments
            
23.04
      
1WF460-4
      
British Manor
            
23.05
      
1WF460-5
      
Villas Way
            
23.06
      
1WF460-6
      
The Oaks
            
23.07
      
1WF460-7
      
Brown Apartments
            
24
          
RMF
  
Elizabeth Street Portfolio
            
24.01
              
1030 Elizabeth Street
            
24.02
              
1040 Elizabeth Street
            
24.03
              
1070 Elizabeth Street
            
25
      
8054
  
CGMRC
  
Mansell Shops
            
26
  
9
  
8187
  
CGMRC
  
Lafayette Place
            
27
      
8282
  
CGMRC
  
Shops of Flint Creek
            
28
      
1WV5A8
  
GSMC
  
Extra Space Arapahoe & Holly
            
29
      
14100386
  
RMF
  
Oaks Business Center
            
30
      
8237
  
CGMRC
  
Palmdale Corporate Center
            
31
  
10
  
45
  
CGMRC
  
Parkwest Crossing
            
32
      
59S6E3
  
GSMC
  
Marple Commons
            
33
      
8123
  
CGMRC
  
Pine Woods Village Apartments
            
34
      
1WV3L6
  
GSMC
  
Six Flags Village
            
35
      
943K09
  
GSMC
  
Greens at Fort Mill
            
36
      
14103010
  
RMF
  
Zinc Mill Terrace
            
37
      
8266
  
CGMRC
  
12001 East Freeway
            
38
      
14120307
  
RMF
  
Crossview Courts Apartments
            
39
  
11
  
59VOT3
  
GSMC
  
Whitehall Tech Center VI
            
40
      
49
  
FCRE REL, LLC
  
Port St Lucie Retail Portfolio
            
40.01
      
49.01
      
Lakeside Shopping Center
            
40.02
      
49.02
      
Morningside Shoppes
            
41
      
15012201
  
RMF
  
Spring Branch Estates
            
 
 
 
 
 
CGCMT 2015-GC29 Supplemental Servicer Schedule
  
   
                       
Companion Loan
  
Companion Loan
Control
      
Loan
  
Mortgage
      
Companion
  
Monthly Debt
  
Interest Accrual
Number
  
Footnotes
  
Number
  
Loan Seller
  
Property Name
  
Loan Flag
  
Service ($)
  
Method
42
      
14111704
  
RMF
  
Fall River Apartments Portfolio
            
42.01
      
14111704.01
      
The Residences at 1710
            
42.02
      
14111704.02
      
The Residences at 680
            
43
      
8251
  
CGMRC
  
Superior Storage
            
44
      
61
  
CGMRC
  
Caxton Building
            
45
      
8148
  
CGMRC
  
Holiday Inn Express Bellevue
            
46
      
1WU3W4
  
GSMC
  
Azalea Ridge Apartments
            
47
      
14121701
  
RMF
  
Dames Point Retail
            
48
      
14081583
  
RMF
  
Commerce Point I & II
  
Yes
  
52,890.48
  
Actual/360
49
      
71
  
CGMRC
  
500 Murray Road
            
50
      
14120306
  
RMF
  
Tara Hall Apartments
            
51
      
74
  
CGMRC
  
Northwood & Gypsy Lane Apartments
            
52
      
94AA46
  
GSMC
  
Summerlyn Apartments
            
53
      
8246
  
CGMRC
  
Five Points Shopping Center
            
54
      
14100677
  
RMF
  
Bordeaux Apartments
            
55
      
79
  
CGMRC
  
Scarsdale Medical Center
            
56
      
8227
  
CGMRC
  
Red Mountain Shopping Center
            
57
      
14090983
  
RMF
  
Walgreens - Raleigh
            
58
      
14102203
  
RMF
  
Mercer Crossing
            
59
      
03OZJ6
  
GSMC
  
Woods Townhomes
            
60
      
15010505
  
RMF
  
Forest Hill Mini Storage
            
61
      
14110601
  
RMF
  
Campus Walk Apartments
            
62
  
12
      
CGMRC
  
103rd Street Family Center
            
63
      
77
  
FCRE REL, LLC
  
DaVita Dialysis - Bronx
            
64
      
92
  
CGMRC
  
Chester Square
            
65
      
8280
  
CGMRC
  
BMI Self Storage
            
66
      
14111404
  
RMF
  
Bay Plaza
            
67
          
CGMRC
  
University Landing
            
68
      
8314
  
CGMRC
  
Amsdell - Sentinel Self Storage
            
69
      
7999
  
CGMRC
  
Glen Valley Apartments
            
70
      
100
  
CGMRC
  
Belleview Shopping Center
            
71
      
14121577
  
RMF
  
South Elgin Commons
            
72
      
102
  
CGMRC
  
12285 McNulty Road
            
73
  
13, 14
      
CGMRC
  
La Paz Gateway
            
74
      
104
  
CGMRC
  
Lumen Dental
            
75
      
92
  
FCRE REL, LLC
  
324-328 Louisa Avenue
            
76
      
107
  
CGMRC
  
Audubon Plaza
            
77
      
109
  
CGMRC
  
Maple Highlands
            
78
      
94
  
FCRE REL, LLC
  
Rite Aid - Toledo
            
79
      
8231
  
CGMRC
  
Delta Self Storage
            
80
  
15
  
96
  
FCRE REL, LLC
  
Niagara & Ontario Plaza
            
81
      
97
  
FCRE REL, LLC
  
DaVita Dialysis - Detroit
            
82
      
114
  
CGMRC
  
Terrace Glen Estates
            
83
      
115
  
CGMRC
  
Whispering Willow
            
84
      
8293
  
CGMRC
  
Safe and Secure Self Storage
            
85
      
15010676
  
RMF
  
USA Safe Storage
            
86
      
121
  
CGMRC
  
Chase Bank - Mentor on the Lake
            
 
(1)
The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period.
(2)
The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
(3)
The open period is inclusive of the Maturity Date or Anticipated Repayment Date.
(4)
Ongoing TI/LC reserve is $25,000.00 in the first year of the loan term, $16,666.66 in the second year of the loan term and $23,333.33 thereafter.
(5)
Ongoing FF&E payments will be required commencing on the due date occurring in August 2016, in an amount equal to the greater of (a) one-twelfth of 4% of the greater of (i) the gross income for the Crowne Plaza Bloomington Property in the preceding calendar year or (ii) the projected gross income for the Crowne Plaza Bloomington Property for the current calendar year or (b) the amount required by the franchisor under the franchise agreement.
(6)
On each monthly Due Date, the borrower is required to fund Ongoing Replacement Reserves in an amount equal to the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement or (b) (i) during the 2015 calendar year, 2% of the borrower’s gross revenues over the trailing 12-month period, (ii) during the 2016 calendar year, 3% of the borrower’s gross revenues over the trailing 12-month period and (iii) during each calendar year thereafter, 4% of the borrower’s gross revenues over the trailing 12-month period.
(7)
The replacement reserve is capped at $43,200.
(8)
Ongoing TI/LC payments in the amount of $2,916.67 will be required beginning on the due date occuring in March 2016 and continuing the for remainder of the loan term.
(9)
Following the completion of the roof replacement work, the Replacement Reserve Cap falls to $100,000.
(10)
The TI/LC Reserve account is capped at $200,000. The Borrower is not required to make the monthly TI/LC Reserve account deposit of $2,853 unless the TI/LC Reserve account balance falls below $150,000. In the event the TI/LC Reserve account balance falls below $150,000, the Borrower shall make the TI/LC Reserve monthly deposits until the balance meets the cap of $200,000.
(11)
Ongoing TI/LC Reserve is (i) for the Due Dates occurring in May 2015 through April 2016, $8,333.33, and (ii) for each subsequent Due Date, $4,500.00.
(12)
The borrower is required to fund an Ongoing TI/LC Reserve in the amount of $3,150 per month until such time that the amount on deposit equals or exceeds $151,200.  If at any time (i) the reserve balance is less than or equal to $94,500 or (ii) an event of default exists, the borrower shall resume making the monthly deposits until the amount on deposit reaches the cap or until an event of default no longer exists.
(13)
The borrower is required to fund an Ongoing Replacement Reserve in the amount of $75.35 on each monthly payment date. The borrower’s obligations to make monthly deposits may be suspended once (i) the Replacement Reserve balance is greater than or equal to $2,700, or (ii) an event of default exists.
(14)
The borrower is required to fund an Ongoing TI/LC Reserve in the amount of $1,255.83 on each monthly payment date.  The borrower’s obligations to make monthly deposits may be suspended once (i) the reserve balance is greater than or equal to $45,000, or (ii) an event of default exists.
(15)
The amount held as TI/LC Reserve excludes the initial deposit of $35,000.00 into the Family Dollar Reserve.
 
 
 
 
 
EXHIBIT Q
 
[RESERVED]
 
 
Q-1
 
 
EXHIBIT R
 
FORM OF OPERATING ADVISOR ANNUAL REPORT1

Report Date: Report will be delivered annually (after the occurrence and during the continuance of an applicable Control Termination Event) no later than [INSERT DATE].
Transaction: Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
Operating Advisor: [                             ]
Special Servicer: [                             ]
Directing Holder: [                             ]
 
I.                 Population of Mortgage Loans that Were Considered in Compiling This Report
 
[   ] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].
 
(a)           [   ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.
 
(b)           [   ] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.
 
II.                Executive Summary
 
Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with the Operating Advisor’s requirements outlined in the Pooling and Servicing Agreement.  Based on such review, the Operating Advisor [believes, does not believe] there are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special Servicer’s obligations under the
 
 
1      This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.  The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.
 
 
R-1
 
 
Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].
 
In connection with the assessment set forth in this report, the Operating Advisor:
 
Reviewed any assessment of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]
 
III.               Specific Items of Review
 
1.           The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].
 
2.           During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].
 
3.           Appraisal Reduction calculations and net present value calculations:
 
(a)         The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special Servicer.
 
(b)         The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.
 
(c)         After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.
 
4.           The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].
 
 
R-2
 
 
5.           In addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].
 
IV.              Qualifications Related to the Work Product Undertaken and Opinions Related to this Report
 
1.           In accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and the applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the applicable Directing Holder directly pursuant to the Pooling and Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to generate this report.
 
2.           The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.
 
3.           Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.
 
4.           The Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s Website.
 
Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.
 
[                         ]
 
By:    
Name:
  
Title:
  
 
 
R-3
 
 
EXHIBIT S
 
SUBSERVICING AGREEMENTS
 
Mortgage Loan/ Property Name
Sub-Servicer Name
Caxton Building
Bellwether Enterprise Real Estate Capital, LLC
Chester Square
Bellwether Enterprise Real Estate Capital, LLC
Terrace Glen Estates
Bellwether Enterprise Real Estate Capital, LLC
Waldon Lakes Apartments
Berkadia Commercial Morgtgage LLC
Pine Woods Village Apartments
Berkadia Commercial Mortgage LLC
Apollo Education Group Headquarters
GEMSA Loan Services, L.P.
Papago Arroyo
GEMSA Loan Services, L.P.
Eastmont Town Center Loan Combination
NorthMarq Capital, LLC
Azalea Ridge Apartments
NorthMarq Capital, LLC
103rd Street Family Center
NorthMarq Capital, LLC
Palmdale Corporate Center
Holliday Fenoglio Fowler, L.P.
Marple Commons
Holliday Fenoglio Fowler, L.P.
Red Mountain Shopping Center
Holliday Fenoglio Fowler, L.P.
Lumen Dental
Holliday Fenoglio Fowler, L.P.
Superior Storage
PFG Servicing Corporation
 
 
S-1
 

EXHIBIT T

FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION

Deutsche Bank Trust Company Americas,
as Trustee
1761 East St. Andrew Place
Santa Ana, California 92705-4934
Attention: Trust Administration – CI1529

Citibank, N.A.,
as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention:  Global Transaction Services –
CGCMT 2015-GC29

Midland Loan Services, a Division of PNC Bank, National Association,
  as Special Servicer
10851 Mastin Street
Suite 700, Overland Park
Kansas 66210
Attention: Executive Vice President – Division Head
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
  
 
Ladies and Gentlemen:
 
This letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of April 1, 2015  (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, on behalf of the holders of Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”) regarding the replacement of the Special Servicer.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.
 
Based upon our review of the operational practices of the Special Servicer [with respect to the Serviced Loans other than any Serviced Outside Controlled Pari Passu Loan Combination] [with respect to the [NAME OF SERVICED OUTSIDE CONTROLLED PARI PASSU LOAN COMBINATION] Loan Combination] conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as Special Servicer [with respect to the Serviced Loans other than any Serviced Outside
 
 
T-1
 
 
Controlled Pari Passu Loan Combination] [with respect to the [NAME OF SERVICED OUTSIDE CONTROLLED PARI PASSU LOAN COMBINATION] Loan Combination], is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].  The following factors support our assessment: [________].
 
 
T-2
 
 
Based upon such assessment, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such capacity.
 
   
Very truly yours,
     
   
[The Operating Advisor]
     
   
By:
  
     
Name:
     
Title:
       
 
Dated:
    
 
 
T-3
 
 
EXHIBIT U
 
ADDITIONAL FORM 10-D DISCLOSURE
 
The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this CGCMT 2015-GC29 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

 
Item on Form 10-D
    
Party Responsible
  
 
Item 1: Distribution and Pool Performance Information
 
Any information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement
    
Certificate Administrator
Depositor
Master Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)
Special Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)
Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to itself)
  
 
Item 2: Legal Proceedings
 
per Item 1117 of Regulation AB
    
(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in the case of the
 
 
 
U-1
 
 
 
Item on Form 10-D
    
Party Responsible
  
        Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor  
 
Item 3: Sale of Securities and Use of Proceeds
    
Depositor
  
 
Item 4: Defaults Upon Senior Securities
    
Certificate Administrator
  
 
Item 5: Submission of Matters to a Vote of Security Holders1
    
Certificate Administrator
Trustee
  
 
Item 6: Significant Obligors of Pool Assets
    
Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)
Special Servicer (as to REO Properties)
  
 
Item 7: Significant Enhancement Provider Information
    
Depositor
  
 
Item 8: Other Information
    
Any party responsible for disclosure items on Form 8-K to the extent of such items
  
 
Item 9: Exhibits
    
Certificate Administrator
Depositor
  
 
 
1    No disclosure is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety disclosures.
 
 
U-2
 
 
EXHIBIT V
 
ADDITIONAL FORM 10-K DISCLOSURE
 
The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation AB, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this CGCMT 2015-GC29 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 10-K
    
Party Responsible
  
Item 1B: Unresolved Staff Comments
 
 
    
Depositor
  
Item 9B: Other Information
    
Any party responsible for disclosure items on Form 8-K to the extent of such items
  
Item 15: Exhibits, Financial Statement Schedules
    
Certificate Administrator
Depositor
  
Additional Item:
 
Disclosure per Item 1117 of Regulation AB
    
(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such
 
 
 
V-1
 
 
Item on Form 10-K
    
Party Responsible
  
      litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor  
Additional Item:
Disclosure per Item 1119 of Regulation AB
    
(i) All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Master
Servicer or a sub-servicer described in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor, (iii) the Depositor as to the enhancement or support provider
  
Additional Item:
Disclosure per Item 1112(b) of Regulation AB
    
Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)
Special Servicer (as to REO Properties)
  
Additional Item:
Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB
    
Depositor
  
 
 
V-2
 
 
EXHIBIT W

FORM OF ADDITIONAL DISCLOSURE NOTIFICATION
 
**SEND VIA FAX TO [                   ] AND VIA EMAIL TO [                                                                    ] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

Citibank, N.A.,
as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Global Transaction Services –CGCMT 2015-GC29
 
Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Paul Vanderslice
 
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
 
Ladies and Gentlemen:
 
In accordance with Section [  ] of the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Deutsche Bank Trust Company Americas, as trustee, and Citibank, N.A., as certificate administrator, the undersigned, as [          ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].
 
Description of Additional Form [10-D][10-K][8-K] Disclosure:
 
List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:
 
Any inquiries related to this notification should be directed to [                             ], phone number: [          ]; email address: [                  ].
 
 
W-1
 
 
   
[NAME OF PARTY],
     
as [role]
       
   
By:
  
     
Name:
     
Title:
 
 
 
W-2
 
EXHIBIT X
 
FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K
 
CERTIFICATIONS
 
I, [identifying the certifying individual], certify that:
 
1.
I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K, of Citigroup Commercial Mortgage Trust 2015-GC29 (the “Exchange Act Periodic Reports”);
 
2.
Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;
 
4.
Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicers have fulfilled their obligations under the servicing agreement(s) in all material respects; and
 
5.
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Certificate Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside Special Servicer]
 
Date: 
    
 
 
[Signature]
[Title]
  
 
 
X-1
 
 
EXHIBIT Y-1
 
FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee.
  
 
I, [identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
 
1.           I have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D required to be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);
 
2.          Based on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by that report on Form 10-K;
 
3.           Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports; and
 
4.           The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.
 
 
Y-1-1
 
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].
 
Date: 
    
       
[                              ]
  
       
By: 
      
 
[Name]
  
 
 
Y-1-2
 
 
EXHIBIT Y-2
 
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE MASTER SERVICER
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee
  
 
I, [identify the certifying individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:
 
(1)
I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating to the Trust delivered by the Master Servicer to the Certificate Administrator covering the fiscal year 20__;
 
(2)
Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master Servicer), the servicing information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these servicing reports;
 
(3)
Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate Administrator by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered by the Master Servicer to the Certificate Administrator;
 
(4)
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based
 
 
Y-2-1
 
 
 
upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Master Servicer, and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and
 
(5)
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.
 
Further, notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.
 
Date: 
    
       
[                              ]
  
       
By: 
      
[Name]  
 
 
Y-2-2
 
 
EXHIBIT Y-3
 
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE SPECIAL SERVICER
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee
  
 
I, [identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:
 
1.      Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the Special Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these servicing reports;
 
2.      Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing reports delivered by the Special Servicer to the Master Servicer;
 
3.      I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and
 
 
Y-3-1
 
 
4.      The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.
 
Date: 
    
       
[                              ]
  
       
By: 
      
[Name]  
[Title]  
 
 
Y-3-2
 
 
EXHIBIT Y-4
 
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE OPERATING ADVISOR
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor (the “Operating Advisor”), Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee
  
 
I, [identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:
 
1.      Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
 
2.      Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered by the Operating Advisor to the Certificate Administrator;
 
3.      I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and
 
4.      The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing
 
 
Y-4-1
 
 
criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.
 
[In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].]
 
Date: 
    
       
[                              ]
  
       
By: 
      
[Name]  
[Title]  
 
 
Y-4-2
 
 
EXHIBIT Y-5
 
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE CUSTODIAN
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor (the “Operating Advisor”), Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and as custodian (the “Custodian”)
  
 
I, [identify the certifying individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:
 
1.      Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Custodian covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
 
2.      Based on my knowledge, the information required to be provided to the Certificate Administrator by the Custodian under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered by the Custodian to the Certificate Administrator;
 
3.      I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the Certificate Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and
 
4.      The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing
 
 
Y-5-1
 
 
criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].
 
Date: 
    
       
[                              ]
  
       
By: 
      
[Name]  
[Title]  
 
 
Y-5-2
 
 
EXHIBIT Y-6
 
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE TRUSTEE
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor (the “Operating Advisor”), Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”)
  
 
I, [identify the certifying individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:
 
1.      Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Trustee covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
 
2.      Based on my knowledge, the information required to be provided to the Certificate Administrator by the Trustee under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered by the Trustee to the Certificate Administrator;
 
3.      I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and
 
 
Y-6-1
 
 
4.      The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].
 
Date: 
    
       
[                              ]
  
       
By: 
      
[Name]  
[Title]  
 
 
Y-6-2
 
 
EXHIBIT Z

FORM 8-K DISCLOSURE INFORMATION

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge (after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated to provide).  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement.  For this CGCMT 2015-GC29 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

 
Item on Form 8-K
    
Party Responsible
  
 
Item 1.01- Entry into a Material Definitive Agreement
    
Master Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)
Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement) is a party)
Depositor
  
 
Item 1.02- Termination of a Material Definitive Agreement
    
Master Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)
Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing
 
 
 
Z-1
 
 
 
Item on Form 8-K
    
Party Responsible
  
        Agreement) is a party) Depositor  
 
Item 1.03- Bankruptcy or Receivership
    
Depositor
Each Mortgage Loan Seller as to itself
Each other party to the Pooling and Servicing Agreement (as to itself)
  
 
Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
    
Depositor
Certificate Administrator
  
 
Item 3.03- Material Modification to Rights of Security Holders
    
Certificate Administrator
  
 
Item 5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
    
Depositor
  
 
Item 5.07: Submission of Matters to a Vote of Security Holders
    
Certificate Administrator
Trustee
  
 
Item 6.01- ABS Informational and Computational Material
    
Depositor
  
 
Item 6.02- Change of Master Servicer, Special Servicer or Trustee
    
Master Servicer (as to itself or a servicer retained by it)
Special Servicer (as to itself or a servicer retained by it)
Trustee
Certificate Administrator
Depositor
  
 
Item 6.03- Change in Credit Enhancement or Other External Support
    
Depositor
Certificate Administrator
  
 
Item 6.04- Failure to Make a Required Distribution
    
Certificate Administrator
  
 
Item 6.05- Securities Act Updating Disclosure
    
Depositor
  
 
Item 7.01- Regulation FD Disclosure
    
Depositor
  
 
Item 8.01 – Other Events
    
Depositor
  
 
Item 9.01 – Financial Statements and Exhibits
    
Depositor
  
 
 
Z-2
 

EXHIBIT AA-1

FORM OF POWER OF ATTORNEY FOR MASTER SERVICER
 
LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Deutsche Bank Trust Company Americas, a New York banking corporation, incorporated and existing under the laws of the State of New York, having its usual place of business at 1761 East St. Andrew Place, Santa Ana, California, 92705, as Trustee (the “Trustee”) for Citigroup Commercial Mortgage Trust 2015-GC29  pursuant to that Pooling and Servicing Agreement dated as of April 1, 2015 (the “Agreement”) by and among Citigroup Commercial Mortgage Securities Inc. as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as  operating advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as certificate administrator, hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (the “Servicer”), by and through the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Servicer and all properties (“REO Properties”) administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement.  Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.

 
1.
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.
 
 
2.
The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage or Deed of Trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or Deed of Trust as insured and (ii) otherwise conforms to the provisions of the Agreement.
 
 
3.
The subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution of requests to trustees to accomplish same.
 
 
AA-1-1
 
 
 
4.
The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged Property”) to be acquired as REO Property, or conveyance of title to any REO Property.
 
 
5.
The completion of loan assumption agreements and transfers of interest in borrower entities.

 
6.
The full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related promissory note.

 
7.
The assignment of any Mortgage or Deed of Trust and the related promissory note and other loan documents, in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced thereby.

 
8.
The full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related promissory note and other loan documents.

 
9.
The full enforcement of and preservation of the Trustee’s interests in any Mortgage or Deed of Trust or the related promissory note, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:

 
a.
the substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and such Deed of Trust;

 
b.
the preparation and issuance of statements of breach or non-performance;

 
c.
the preparation and filing of notices of default and/or notices of sale;

 
d.
the cancellation/rescission of notices of default and/or notices of sale;

 
e.
the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or Deed of Trust or the related promissory note;
 
 
AA-1-2
 
 
 
f.
the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;

 
g.
the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and

 
h.
the preparation and execution of such other documents and the performance of such other actions as may be necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.

 
10.
The sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:

 
a.
listing agreements;
 
b.
purchase and sale agreements;
 
c.
grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;
 
d.
escrow instructions; and
 
e.
any and all documents necessary to effect the transfer of property.

 
11.
The modification or amendment of escrow agreements established for repairs to any Mortgaged Property or reserves for replacement of personal property.

 
12.
The execution and delivery of the following:

 
a.
any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, Deed of Trust or other security document in the related mortgage file or the related Mortgaged Property and other related collateral;

 
b.
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and

 
c.
any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management,
 
 
AA-1-3
 
 
 
 
operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.
 
The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [EXECUTION DATE OF POA].

This appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

Solely to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority given to it by Deutsche Bank Trust Company Americas, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.

Nothing contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas except as specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas, then the Servicer shall promptly forward a copy of same to the Trustee.

This limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages, Deeds of Trust or the related promissory notes not authorized by the Agreement.

The Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
 
 
AA-1-4
 
 
nature whatsoever incurred by reason or result of or in connection with the exercise by the Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.

This Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.

Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.

IN WITNESS WHEREOF, Deutsche Bank Trust Company Americas, as Trustee for Citigroup Commercial Mortgage Trust 2015-GC29 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.
       
 
Deutsche Bank Trust Company Americas,
as Trustee for Citigroup Commercial Mortgage Trust 2015-GC29
   
  By:    
   
Name:
  
   
Title:
  
       
  Prepared by:  
       
   
Name:
  
       
Witness:
        
         
         
Witness:
        
         
         
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
State of California}
County of Orange}
 
 
AA-1-5
 
 
On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of  satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
 
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
Witness my hand and official seal.
       
         
Notary signature
        
 
 
AA-1-6
 
 
EXHIBIT AA-2
 
FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER
 
LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Deutsche Bank Trust Company Americas, a New York banking corporation, incorporated and existing under the laws of the State of New York, having its usual place of business at 1761 East St. Andrew Place, Santa Ana, California, 92705, as Trustee (the “Trustee”) for Citigroup Commercial Mortgage Trust 2015-GC29  pursuant to that Pooling and Servicing Agreement dated as of April 1, 2015 (the “Agreement”) by and among Citigroup Commercial Mortgage Securities Inc. as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as  operating advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as certificate administrator, hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (the “Special Servicer”), by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required, permitted or contemplated under the Agreement pursuant to the authority granted Special Servicer therein.  Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.

 
1.
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.

 
2.
The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage or Deed of Trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or Deed of Trust as insured and (ii) otherwise conforms to the provisions of the Agreement.

 
3.
The subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of
 
 
AA-2-1
 
 
 
 
partial satisfactions/releases, partial reconveyances or the execution of requests to trustees to accomplish same.
 
 
4.
The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged Property”) to be acquired as REO Property, or conveyance of title to any REO Property.
 
 
5.
The completion of loan assumption agreements and transfers of interest in borrower entities.

 
6.
The full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related promissory note.

 
7.
The assignment of any Mortgage or Deed of Trust and the related promissory note and other loan documents, in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced thereby.

 
8.
The full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related promissory note and other loan documents.

 
9.
The full enforcement of and preservation of the Trustee’s interests in any Mortgage or Deed of Trust or the related promissory note, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:

 
a.
the substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and such Deed of Trust;

 
b.
the preparation and issuance of statements of breach or non-performance;

 
c.
the preparation and filing of notices of default and/or notices of sale;

 
d.
the cancellation/rescission of notices of default and/or notices of sale;

 
e.
the taking of deed-in-lieu of foreclosure;
 
 
AA-2-2
 
 
 
f.
the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or Deed of Trust or the related promissory note;

 
g.
the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;

 
h.
the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and

 
i.
the preparation and execution of such other documents and the performance of such other actions as may be necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.

 
10.
The sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:

 
a.
listing agreements;
 
b.
purchase and sale agreements;
 
c.
grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;
 
d.
escrow instructions; and
 
e.
any and all documents necessary to effect the transfer of property.

 
11.
The modification or amendment of escrow agreements established for repairs to any Mortgaged Property or reserves for replacement of personal property.

 
12.
The execution and delivery of the following:

 
a.
any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, Deed of Trust or other security document in the related mortgage file or the related Mortgaged Property and other related collateral;

 
b.
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and

 
c.
any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured
 
 
AA-2-3
 
 
 
 
by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.
 
The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [EXECUTION DATE OF POA].

This appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

Solely to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given to it by Deutsche Bank Trust Company Americas, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.

Nothing contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas except as specifically provided for herein. If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas, then the Special Servicer shall promptly forward a copy of same to the Trustee.

This limited power of attorney is not intended to extend the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to Mortgages, Deeds of Trust or the related promissory notes not authorized by the Agreement.
 
 
AA-2-4
 

The Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of or in connection with the exercise by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.

This Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.

Third parties without actual notice, and without further inquiry, may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.

IN WITNESS WHEREOF, Deutsche Bank Trust Company Americas, as Trustee for Citigroup Commercial Mortgage Trust 2015-GC29 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.
       
 
Deutsche Bank Trust Company Americas,
as Trustee for Citigroup Commercial Mortgage Trust 2015-GC29
   
  By:    
   
Name:
  
   
Title:
  
       
  Prepared by:  
       
   
Name:
  
       
Witness:
        
         
         
Witness:
        
         
 
 
AA-2-5
 
 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
State of California}
County of Orange}
 
On ________________________, before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
 
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
Witness my hand and official seal.
         
         
Notary signature
        
 
 
AA-2-6
 
 
EXHIBIT BB

CLASS A-AB SCHEDULED PRINCIPAL BALANCE
 
Distribution
Date
    
Balance
    
Distribution
Date
    
Balance
  
5/10/2015
    
$52,822,000.00
    
1/10/2020
    
$52,822,000.00
  
6/10/2015
    
$52,822,000.00
    
2/10/2020
    
$52,822,000.00
  
7/10/2015
    
$52,822,000.00
    
3/10/2020
    
$52,822,000.00
  
8/10/2015
    
$52,822,000.00
    
4/10/2020
    
$52,821,803.33
  
9/10/2015
    
$52,822,000.00
    
5/10/2020
    
$51,846,730.65
  
10/10/2015
    
$52,822,000.00
    
6/10/2020
    
$50,939,977.04
  
11/10/2015
    
$52,822,000.00
    
7/10/2020
    
$49,958,118.46
  
12/10/2015
    
$52,822,000.00
    
8/10/2020
    
$49,044,327.39
  
1/10/2016
    
$52,822,000.00
    
9/10/2020
    
$48,127,131.62
  
2/10/2016
    
$52,822,000.00
    
10/10/2020
    
$47,135,129.93
  
3/10/2016
    
$52,822,000.00
    
11/10/2020
    
$46,210,819.71
  
4/10/2016
    
$52,822,000.00
    
12/10/2020
    
$45,211,907.33
  
5/10/2016
    
$52,822,000.00
    
1/10/2021
    
$44,280,430.23
  
6/10/2016
    
$52,822,000.00
    
2/10/2021
    
$43,345,482.30
  
7/10/2016
    
$52,822,000.00
    
3/10/2021
    
$42,194,609.47
  
8/10/2016
    
$52,822,000.00
    
4/10/2021
    
$41,251,886.92
  
9/10/2016
    
$52,822,000.00
    
5/10/2021
    
$40,235,089.52
  
10/10/2016
    
$52,822,000.00
    
6/10/2021
    
$39,285,064.34
  
11/10/2016
    
$52,822,000.00
    
7/10/2021
    
$38,261,173.45
  
12/10/2016
    
$52,822,000.00
    
8/10/2021
    
$37,303,791.81
  
1/10/2017
    
$52,822,000.00
    
9/10/2021
    
$36,342,842.45
  
2/10/2017
    
$52,822,000.00
    
10/10/2021
    
$35,308,340.24
  
3/10/2017
    
$52,822,000.00
    
11/10/2021
    
$34,339,953.88
  
4/10/2017
    
$52,822,000.00
    
12/10/2021
    
$33,298,227.65
  
5/10/2017
    
$52,822,000.00
    
1/10/2022
    
$32,322,349.45
  
6/10/2017
    
$52,822,000.00
    
2/10/2022
    
$31,342,834.37
  
7/10/2017
    
$52,822,000.00
    
3/10/2022
    
$30,151,556.80
  
8/10/2017
    
$52,822,000.00
    
4/10/2022
    
$29,163,949.32
  
9/10/2017
    
$52,822,000.00
    
5/10/2022
    
$28,103,552.43
  
10/10/2017
    
$52,822,000.00
    
6/10/2022
    
$27,108,311.38
  
11/10/2017
    
$52,822,000.00
    
7/10/2022
    
$26,040,499.54
  
12/10/2017
    
$52,822,000.00
    
8/10/2022
    
$25,037,568.64
  
1/10/2018
    
$52,822,000.00
    
9/10/2022
    
$24,030,899.67
  
2/10/2018
    
$52,822,000.00
    
10/10/2022
    
$22,951,987.18
  
3/10/2018
    
$52,822,000.00
    
11/10/2022
    
$21,937,544.09
  
4/10/2018
    
$52,822,000.00
    
12/10/2022
    
$20,851,080.12
  
5/10/2018
    
$52,822,000.00
    
1/10/2023
    
$19,828,805.59
  
6/10/2018
    
$52,822,000.00
    
2/10/2023
    
$18,802,720.63
  
7/10/2018
    
$52,822,000.00
    
3/10/2023
    
$17,569,222.61
  
8/10/2018
    
$52,822,000.00
    
4/10/2023
    
$16,534,713.13
  
9/10/2018
    
$52,822,000.00
    
5/10/2023
    
$15,428,757.43
  
10/10/2018
    
$52,822,000.00
    
6/10/2023
    
$14,386,268.53
  
11/10/2018
    
$52,822,000.00
    
7/10/2023
    
$13,272,561.92
  
12/10/2018
    
$52,822,000.00
    
8/10/2023
    
$12,222,034.75
  
1/10/2019
    
$52,822,000.00
    
9/10/2023
    
$11,167,591.46
  
2/10/2019
    
$52,822,000.00
    
10/10/2023
    
$10,042,272.81
  
3/10/2019
    
$52,822,000.00
    
11/10/2023
    
$8,979,703.09
  
4/10/2019
    
$52,822,000.00
    
12/10/2023
    
$7,846,490.74
  
5/10/2019
    
$52,822,000.00
    
1/10/2024
    
$6,775,734.66
  
6/10/2019
    
$52,822,000.00
    
2/10/2024
    
$5,700,986.78
  
7/10/2019
    
$52,822,000.00
    
3/10/2024
    
$4,489,657.87
  
8/10/2019
    
$52,822,000.00
    
4/10/2024
    
$3,406,386.09
  
9/10/2019
    
$52,822,000.00
    
5/10/2024
    
$2,253,064.53
  
10/10/2019
    
$52,822,000.00
    
6/10/2024
    
$1,161,453.70
  
11/10/2019
    
$52,822,000.00
    
7/10/2024
    
$31.90
  
12/10/2019
    
$52,822,000.00
    
8/10/2024
and thereafter
    
$0.00
  
 
 
BB-1
 
 
EXHIBIT CC-1
 
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS
 
[Date]

Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Paul Vanderslice
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
  
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right (as defined below)  established under the Pooling and Servicing Agreement, dated as of April 1, 2015  (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:
 
1.            The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.
 
2.            Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the
 
 
CC-1-1
 
 
Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.
     
 
Very truly yours,
     
 
By: 
  
   
Name:
   
Title:
 
 
CC-1-2
 
 
EXHIBIT CC-2
 
FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS
 
[Date]
 
Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Paul Vanderslice
 
Midland Loan Services, a Division of PNC Bank, National Association,
      as Master Servicer
10851 Mastin Street
Suite 700, Overland Park
Kansas 66210
Attention: Executive Vice President – Division Head
 
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
  
 
Ladies and Gentlemen:
 
This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:
 
1.            The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.
 
2.            The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered
 
 
CC-2-1
 
 
pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National Association and the Depositor has received a certificate from the prospective transferee substantially in the form attached as Exhibit CC-2 to the Pooling and Servicing Agreement.
 
3.             The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.
 
4.             Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security.
 
5.             The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the Mortgage Loans, and (e) all related matters that it has requested.
 
6.              The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.
 
 
CC-2-2
 
 
7.             The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as a result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such other Person’s auditors, legal counsel and regulators.
 
8.             The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.
     
 
Very truly yours,
     
 
By: 
  
   
Name:
   
Title:
 
 
CC-2-3
 
 
EXHIBIT DD
 
FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN
 
To:
Kroll Bond Rating Agency, Inc.
 
845 Third Avenue, 4th Floor
 
New York, New York  10022
 
Attention:  CMBS Surveillance
 
Facsimile No:  (646) 731-2395
 
 
Moody’s Investors Service, Inc.
 
7 World Trade Center
 
New York, New York 10007
 
Attention:  Commercial Mortgage Surveillance Group
 
Facsimile No: (212) 553-0300
 
 
Fitch Ratings, Inc.
 
One State Street Plaza, 31st Floor
 
New York, New York 10004
 
Attention:  Commercial Mortgage Surveillance Group
 
Facsimile No:  (212) 635-0295
 
From:
Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.
 
Date:
____________, 20___
 
Re:
Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29 Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________ [Include the following if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-1][A] in the amount of $____________, which Promissory Note [A-1][A] is owned by the Trust, and Promissory Note [A-2][B] in the amount of $_____________, which Promissory Note [A-2][B] is owned by ________________.
 
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.
 
THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD SPECIFIED IN THE POOLING
 
 
DD-1
 
 
AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.
 
We hereby notify you and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject Mortgage Loan or the defeasance transaction:
 
1.           The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**
 
 
 ____ a full defeasance of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or
 
 
 ____ a partial defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the Subject Mortgage Loan ($____________).
 
2.           The defeasance was consummated on ____________, 20__.
 
3.           The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents and in accordance with the Servicing Standard.
 
[Include the following if there is pari passu or AB debt:
 
4.           In accordance with the Loan Documents, the defeasance occurred such that:
 
 
 ____ Promissory Notes [A-1][A] and [A-2][B] were defeased simultaneously in their entirety; or
 
 
 ____ Promissory Note [A-2][B] was paid off in full.]
 
5.           To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior secured debt, pari passu debt or subordinate secured debt was either paid off in full or defeased.  Such debt consists of the following: [Describe debt and holder of the debt and if it was paid off or defeased].
 
6.           The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”) Temporary Liquidity Guarantee Program
 
 
DD-2
 
 
(“TLGP”).  Based upon a written report from an independent certified accountant, such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity dates.  In addition, if the defeasance collateral contains any TLGP securities, then:
 
 
●
Such securities are eligible under TLGP;
 
 
●
The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction) has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making demand on the FDIC;
 
 
●
If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt of the balloon payment;
 
 
●
The TLGP securities mature before June 30, 2012; and
 
 
●
The master servicer’s error and omissions insurance policy covers losses to the CMBS trust caused by the servicer’s failure to make timely demand on the FDIC’s guarantee.
 
7.           After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions in its organizational documents substantially similar to those contained in the organizational documents of the original Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).
 
8.           If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates) hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date Statement received by Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.
 
9.           The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as
 
DD-3
 
 
defined in S&P’s criteria).  The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).
 
10.           The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan documents (the “Scheduled Payments”).
 
11.           The Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Monthly Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,] the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest expense.
 
12.           The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause either Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have a perfected, first priority security interest in the defeasance collateral.
 
13.           The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Subject Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations and covenants.
 
14.           At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.
 
 
DD-4
 
 
15.           Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items delivered in connection with the defeasance will be provided to you upon request.
 
16.           The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.
 
IN WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above.
 
 
[MASTER SERVICER]
  
       
 
By: 
 
    Name:   
    Title:   
       
 
 
DD-5
 
 
EXHIBIT A
 
Exceptions
 
 
DD-6
 
 
EXHIBIT B
 
Sample Perfected Security Interest Representations
 
General:
 
1.           [The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral, Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is enforceable as such as against creditors of and purchasers from [Debtor].
 
Note that “Collateral” means securities, permitted investments and other assets credited to securities accounts.
 
1.           The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.
 
2.           All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the UCC.
 
Creation:
 
1.           The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).
 
2.           [Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its interest and rights in the [Collateral] hereunder.
 
Perfection:
 
1.           [Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral, Securities Account and Deposit Account] to the [Secured Party] hereunder.
 
2.           [Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition of the funds in the [Deposit Account] without further consent by the [Debtor].
 
3.           [Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person having a security entitlement against the securities intermediary in the [Securities Account].
 
4.           To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder of the [Deposit Account].
 
 
DD-7
 
 
Priority:
 
1.           Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor] has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against [Debtor].
 
2.           The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account] to comply with entitlement orders or instructions of any person other than the [Secured Party].
 
 
DD-8
 
 
EXHIBIT EE
 
FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE CERTIFICATES
 
[Date]
 
[Certificateholder Letterhead]
 
Citibank, N.A.,
as Certificate Registrar
480 Washington Boulevard, 30th Floor
Jersey City, NJ  07310
Attention:  Citibank Agency & Trust, CGCMT 2015-GC29
 
Citibank, N.A.,
as Certificate Administrator
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention:  Global Transaction Services–CGCMT 2015-GC29
 
 
Re:
Citigroup Commercial Mortgage Securities Trust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 2015-GC29
  
 
Ladies and Gentlemen:
 
Pursuant to the terms of the Pooling and Servicing Agreement, dated as of April 1, 2015  (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule I attached hereto and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto.  We propose an Exchange Date of [______].
 
We agree that upon such exchange, our interests in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the Exchangeable Certificate received in such exchange shall be increased.  We confirm that no such exchange will be effected until we pay a fee to the Certificate Administrator
 
 
EE-1
 
 
in an amount equal to $5,000 (together with any other expenses related to such exchange (including fees charged by the Depository, if applicable)).
 
[[If Applicable] Our Depository participant number is [________].]
 
Capitalized terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.
 
Sincerely,
 
[_____________]
 
By:
  
 
 
Name:
 
Title:
 
[Medallion Stamp Guarantee]
 
 
EE-2
 

Schedule I
 
 
EE-3
 
EXHIBIT FF-1
 
FORM OF NOTICE REGARDING OUTSIDE
SERVICED TRUST LOAN
 
[Date]
 
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Account Name – COMM 2015-CCRE22
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
Attention: Trust Administration—DB1522
   
Wells Fargo Bank,
National Association
Commercial Mortgage Servicing
MAC D1086
550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention: COMM 2015-CCRE22 Asset Manager
Midland Loan Services, a Division of PNC
Bank, National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President –Division Head
   
Park Bridge Lender Services LLC
560 Lexington Avenue, 17th Floor
New York, New York 10022
Attention: COMM 2015-CCRE22 -Surveillance Manager
  
 
 
Re:
COMM 2015-CCRE22 Mortgage Trust, Commercial Mortgage Pass Through Certificates
 
Ladies and Gentlemen:
 
Reference is hereby made to the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “CCRE22 PSA”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as a special servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as certificate administrator and custodian.  Capitalized terms used but not defined herein shall have the meanings given to them in the CCRE22 PSA.
 
The undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2015 (the “GC29 PSA”), between Citigroup Commercial
 
 
FF-1-1
 
 
Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “GC29 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “GC29 Special Servicer”), Situs Holdings, LLC, as operating advisor (the “GC29 Operating Advisor”), Citibank, N.A., as certificate administrator (the “GC29 Certificate Administrator”) and Deutsche Bank Trust Company Americas, as trustee (the “GC29 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2015-GC29 (the “GC29 Trust”) was established and the 3 Columbus Circle Pari Passu Companion Loans evidenced by 3 Columbus Circle Pari Passu Note A-2 and 3 Columbus Circle Pari Passu Note A-5 were transferred to the GC29 Trust as of April 15, 2015 (the “Closing Date”).
 
The undersigned hereby notifies you that, as of the Closing Date:
 
1.           Deutsche Bank Trust Company Americas, as trustee under the GC29 PSA, is the holder of the 3 Columbus Circle Pari Passu Companion Loans evidenced by 3 Columbus Circle Pari Passu Note A-2 and 3 Columbus Circle Pari Passu Note A-5.  You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC29 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC29 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to the  Companion Loan Noteholders with respect to the 3 Columbus Circle Pari Passu Companion Loans under the CCRE22 PSA and the Intercreditor Agreement with respect to the 3 Columbus Circle Loan Combination.  The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC29 PSA is as follows:
 
 
Bank:  PNC Bank, N.A.
 
 
Account Name:
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass Through Certificates, Series 2015-GC29
 
Account #:  1029013299 
 
 
3.           The contact information for the GC29 Trustee, the GC29 Certificate Administrator, the GC29 Master Servicer and the GC29 Special Servicer with respect to the 3 Columbus Circle Pari Passu Companion Loans evidenced by 3 Columbus Circle Pari Passu Note A-2 and 3 Columbus Circle Pari Passu Note A-2 is as follows:
 
GC29 Trustee:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California, 92705-4934
Attention:  Trust Administration – GI1529
(714) 247-6478
 
 
FF-1-2
 
 
GC29 Certificate Administrator:
Citibank, N.A.,
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention:  Global Transaction Services –
CGCMT 2015-GC29
Fax Number:  (212) 816-5527
GC29 Master Servicer:
Midland Loan Services, a Division of PNC Bank,
      National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President –
      Division Head
Fax number: (913) 253-9001
with a copy to:
 
Stinson Leonard Street LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention:  Kenda K. Tomes
Fax number:  (816) 412-9338
GC29 Special Servicer:
Midland Loan Services, a Division of PNC Bank,
      National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President –
      Division Head
Fax number: (913) 253-9001
 
with a copy to:
 
Stinson Leonard Street LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention:  Kenda K. Tomes
Fax number:  (816) 412-9338
 
GC29 Operating Advisor:
Situs Holdings, LLC
2 Embarcadero, Suite 1300,
San Francisco, California 94111,
Attention: Stacey Ciarlanti, Vice President
Stacey.Ciarlanti@situs.com
 
with a copy to:
 
 
FF-1-3
 
 
 
 
Situs Holdings, LLC,
5065 Westheimer Suite 700E
Houston, Texas 77052
Attention:  Legal Department
 
4.           Enclosed herewith is a copy of an executed version of the GC29 PSA.
 
 
Very truly yours,
  
       
 
By:
 
   
Name:
  
   
Title:
  
 
 
FF-1-4
 
 
EXHIBIT FF-2
 
FORM OF NOTICE REGARDING OUTSIDE
SERVICED TRUST LOAN
 
[TO BE SENT FOLLOWING THE 3 COLUMBUS CIRCLE CONTROLLING NOTE
SECURITIZATION DATE OR EASTMONT TOWN CENTER CONTROLLING NOTE
SECURITIZATION DATE, AS APPLICABLE]
 
[Date]
 
[Outside Trustee]
[Address Line 1]
[Address Line 2]
Attn: [Contact Person]
[Outside Certificate Administrator]
[Address Line 1]
[Address Line 2]
Attn: [Contact Person]
   
[Outside Master Servicer]
[Address Line 1]
[Address Line 2]
Attn: [Contact Person]
[Outside Special Servicer]
[Address Line 1]
[Address Line 2]
Attn: [Contact Person]
   
[Outside Operating Advisor]
[Address Line 1]
[Address Line 2]
Attn: [Contact Person]
  
 
 
Re:
[INSERT DESCRIPTION OF THE OTHER SECURITIZATION TRUST THAT HOLDS THE 3 COLUMBUS CIRCLE CONTROLLING COMPANION LOAN OR THE EASTMONT TOWN CENTER COMPANION LOAN, AS APPLICABLE]
 
Ladies and Gentlemen:
 
Reference is hereby made to the Pooling and Servicing Agreement, dated as of [______], 2015 (the “PSA”), [INSERT DESCRIPTION OF THE OTHER POOLING AND SERVICING AGREEMENT GOVERNING THE CREATION OF THE OUTSIDE SECURITIZATION TRUST THAT HOLDS THE 3 COLUMBUS CIRCLE CONTROLLING COMPANION LOAN OR THE THE EASTMONT TOWN CENTER COMPANION LOAN, AS APPLICABLE].  Capitalized terms used but not defined herein shall have the meanings given to them in the PSA.
 
The undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2015 (the “GC29 PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “GC29 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “GC29 Special
 
 
FF-2-1
 
 
Servicer”), Situs Holdings, LLC, as operating advisor (the “GC29 Operating Advisor”), Citibank, N.A., as certificate administrator (the “GC29 Certificate Administrator”) and Deutsche Bank Trust Company Americas, as trustee (the “GC29 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2015-GC29 (the “GC29 Trust”) was established and the [[3 Columbus Circle Pari Passu Companion Loans] evidenced by promissory note A-2 and promissory note A-5 were] [[Eastmont Town Center Pari Passu Companion Loan] evidenced by promissory note A-1 was] transferred to the GC29 Trust as of April 15, 2015 (the “Closing Date”).
 
The undersigned hereby notifies you that, as of the Closing Date:
 
1.           Deutsche Bank Trust Company Americas, as trustee under the GC29 PSA, is the holder of the [3 Columbus Circle [Pari Passu] Companion Loans evidenced by promissory note A-2 and promissory note A-5] [Eastmont Town Center [Pari Passu] Companion Loan evidenced by promissory note A-1].  You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC29 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC29 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to the [Companion Loan Noteholders] with respect to the [3 Columbus Circle [Pari Passu] Companion Loans][Eastmont Town Center [Pari Passu] Companion Loan] under the PSA and the [Intercreditor][Co-Lender] Agreement with respect to the [3 Columbus Circle Loan Combination][Eastmont Town Center Loan Combination].  The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC29 PSA is as follows:
 
 
Bank:  PNC Bank, N.A.
 
 
Account Name: 
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass Through Certificates, Series 2015-GC29
 
Account #:  1029013299
 
 
3.           The contact information for the GC29 Trustee, the GC29 Certificate Administrator, the GC29 Master Servicer and the GC29 Special Servicer with respect to the [3 Columbus Circle [Pari Passu] Companion Loans evidenced by promissory note A-2 and promissory note A-5] [Eastmont Town Center [Pari Passu] Companion Loan evidenced by promissory note A-1] is as follows:
 
GC29 Trustee:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California, 92705-4934
Attention:  Trust Administration – GI1529
 
 
FF-2-2
 
 
 
(714) 247-6478
GC29 Certificate Administrator:
Citibank, N.A.,
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention:  Global Transaction Services –
CGCMT 2015-GC29
Fax Number:  (212) 816-5527
GC29 Master Servicer:
Midland Loan Services, a Division of PNC Bank,
      National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President –
      Division Head
Fax number: (913) 253-9001
with a copy to:
 
Stinson Leonard Street LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention:  Kenda K. Tomes
Fax number:  (816) 412-9338
GC29 Special Servicer:
Midland Loan Services, a Division of PNC Bank,
      National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President –
      Division Head
Fax number: (913) 253-9001
 
with a copy to:
 
Stinson Leonard Street LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention:  Kenda K. Tomes
Fax number:  (816) 412-9338
 
GC29 Operating Advisor:
Situs Holdings, LLC
2 Embarcadero, Suite 1300,
San Francisco, California 94111,
Attention: Stacey Ciarlanti, Vice President
Stacey.Ciarlanti@situs.com
 
 
FF-2-3
 
 
 
 
with a copy to:
 
Situs Holdings, LLC,
5065 Westheimer Suite 700E
Houston, Texas 77052
Attention:  Legal Department
 
4.           Enclosed herewith is a copy of an executed version of the GC29 PSA.
 
 
Very truly yours,
  
       
 
By:
 
   
Name:
  
   
Title:
  
 
 
FF-2-4
 
 
EXHIBIT GG
 
SPECIFIED SERVICED MORTGAGE LOANS
 
None
 
 
GG-1