Mortgage

Gs Mortgage Securities Corporation Ii,

 
Exhibit 4
 
 
 
GS MORTGAGE SECURITIES CORPORATION II,
Depositor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Master Servicer,
 
LNR PARTNERS, LLC,
Special Servicer,
 
TRIMONT REAL ESTATE ADVISORS, INC.,
Operating Advisor
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
Certificate Administrator
 
and
 
U.S. BANK NATIONAL ASSOCIATION,
Trustee
 
 

 
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2013
 

 
Commercial Mortgage Pass-Through Certificates
Series 2013-GC10
 
 
 

 
 
TABLE OF CONTENTS

 
Page
ARTICLE I
 
     
DEFINITIONS
 
     
Section 1.01
Defined Terms
4
Section 1.02
Certain Calculations
84
Section 1.03
Certain Constructions
88
   
ARTICLE II  
     
CONVEYANCE OF MORTGAGE LOANS;
 
ORIGINAL ISSUANCE OF CERTIFICATES
 
     
Section 2.01
Conveyance of Mortgage Loans
88
Section 2.02
Acceptance by the Trustee, the Custodian and the Certificate Administrator
91
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
93
Section 2.04
Representations and Warranties of the Depositor
97
Section 2.05
Representations, Warranties and Covenants of the Master Servicer
99
Section 2.06
Representations, Warranties and Covenants of the Special Servicer
101
Section 2.07
Representations and Warranties of the Trustee
102
Section 2.08
Representations and Warranties of the Certificate Administrator
104
Section 2.09
Representations, Warranties and Covenants of the Operating Advisor
105
Section 2.10
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests
107
Section 2.11
Miscellaneous REMIC Provisions
107
   
ARTICLE III
 
     
ADMINISTRATION AND SERVICING
 
OF THE MORTGAGE LOANS
 
     
Section 3.01
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans
108
Section 3.02
Liability of the Master Servicer
112
Section 3.03
Collection of Certain Mortgage Loan Payments
112
Section 3.04
Collection of Taxes, Assessments and Similar Items; Escrow Accounts
113
Section 3.05
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account
115
Section 3.05 A
Whole Loan Custodial Account
117
Section 3.06
Permitted Withdrawals from the Collection Account
119
 
 
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Section 3.06 A
Permitted Withdrawals from the Whole Loan Custodial Account
123
Section 3.07
Investment of Funds in the Collection Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts
127
Section 3.08
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
130
Section 3.09
Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions
134
Section 3.10
Appraisal Reductions; Realization Upon Defaulted Mortgage Loans
139
Section 3.11
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
144
Section 3.12
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation
145
Section 3.13
Compensating Interest Payments
150
Section 3.14
Application of Penalty Charges and Modification Fees
151
Section 3.15
Access to Certain Documentation
152
Section 3.16
Title and Management of REO Properties
154
Section 3.17
Sale of Defaulted Mortgage Loans and REO Properties
158
Section 3.18
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder
164
Section 3.19
Lock-Box Accounts, Escrow Accounts
165
Section 3.20
Property Advances
165
Section 3.21
Appointment of Special Servicer; Asset Status Reports
168
Section 3.22
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
172
Section 3.23
Interest Reserve Account
173
Section 3.24
Modifications, Waivers and Amendments
173
Section 3.25
Additional Obligations with Respect to Certain Mortgage Loans
176
Section 3.26
[Reserved]
176
Section 3.27
Additional Matters Regarding Advance Reimbursement
176
Section 3.28
[Reserved]
178
Section 3.29
Companion Loan Intercreditor Matters
178
Section 3.30
Appointment and Duties of the Operating Advisor
181
Section 3.31
Rating Agency Confirmation
184
     
ARTICLE IV
 
     
DISTRIBUTIONS TO CERTIFICATEHOLDERS
 
     
Section 4.01
Distributions
187
Section 4.02
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer
195
Section 4.03
Compliance with Withholding Requirements
207
Section 4.04
REMIC Compliance
207
Section 4.05
Imposition of Tax on the Trust REMICs
209
Section 4.06
Remittances; P&I Advances
210
 
 
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ARTICLE V
 
     
THE CERTIFICATES
 
Section 5.01
The Certificates
213
Section 5.02
Form and Registration
214
Section 5.03
Registration of Transfer and Exchange of Certificates
216
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates
223
Section 5.05
Persons Deemed Owners
224
Section 5.06
Appointment of Paying Agent
224
Section 5.07
Access to Certificateholders’ Names and Addresses; Special Notices
224
Section 5.08
Actions of Certificateholders
225
Section 5.09
Authenticating Agent
225
Section 5.10
Appointment of Custodian
226
Section 5.11
Maintenance of Office or Agency
227
     
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
227
Section 6.02
Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor
228
Section 6.03
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others
228
Section 6.04
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor
230
Section 6.05
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer
231
Section 6.06
Master Servicer, Special Servicer as Owner of a Certificate
232
Section 6.07
Rating Agency Fees
233
Section 6.08
Termination of the Special Servicer Without Cause
233
Section 6.09
The Controlling Class Representative
237
     
ARTICLE VII
 
     
DEFAULT
 
     
Section 7.01
Servicer Termination Events
241
Section 7.02
Trustee to Act; Appointment of Successor
247
Section 7.03
Notification to Certificateholders
249
Section 7.04
Other Remedies of Trustee
249
Section 7.05
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination
249
Section 7.06
Termination of the Operating Advisor
251
 
 
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ARTICLE VIII
 
     
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
 
     
Section 8.01
Duties of the Trustee and the Certificate Administrator
254
Section 8.02
Certain Matters Affecting the Trustee and the Certificate Administrator
257
Section 8.03
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans
259
Section 8.04
Trustee and Certificate Administrator May Own Certificates
261
Section 8.05
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification
261
Section 8.06
Eligibility Requirements for the Trustee and the Certificate Administrator
263
Section 8.07
Resignation and Removal of the Trustee or the Certificate Administrator
264
Section 8.08
Successor Trustee or Successor Certificate Administrator
266
Section 8.09
Merger or Consolidation of the Trustee or the Certificate Administrator
267
Section 8.10
Appointment of Co-Trustee or Separate Trustee
267
Section 8.11
Access to Certain Information
268
     
ARTICLE IX
 
     
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
 
     
Section 9.01
Termination; Optional Mortgage Loan Purchase
270
     
ARTICLE X
 
     
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
 
     
Section 10.01
Intent of the Parties; Reasonableness
274
Section 10.02
Filing Obligations
276
Section 10.03
Form 10-D Filings
277
Section 10.04
Form 10-K Filings
279
Section 10.05
Sarbanes-Oxley Certification
282
Section 10.06
Form 8-K Filings
283
Section 10.07
Annual Compliance Statements
284
Section 10.08
Annual Reports on Assessment of Compliance with Servicing Criteria
285
Section 10.09
Annual Independent Public Accountants’ Servicing Report
287
Section 10.10
Significant Obligors
288
Section 10.11
Indemnification
290
Section 10.12
Amendments
291
Section 10.13
Regulation AB Notices
291
Section 10.14
Termination of the Certificate Administrator
291
Section 10.15
Termination of the Master Servicer or the Special Servicer
292
 
 
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Section 10.16
Termination of Sub-Servicing Agreements
292
Section 10.17
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan
292
Section 10.18
Termination of Exchange Act Fillings with Respect to the Trust
294
     
ARTICLE XI
 
     
MISCELLANEOUS PROVISIONS
 
     
Section 11.01
Counterparts
294
Section 11.02
Limitation on Rights of Certificateholders
294
Section 11.03
Governing Law
295
Section 11.04
Notices
295
Section 11.05
Severability of Provisions
297
Section 11.06
Notice to the Depositor and Each Rating Agency
297
Section 11.07
Amendment
298
Section 11.08
Confirmation of Intent
302
Section 11.09
Third-Party Beneficiaries
302
Section 11.10
Request by Certificateholders or the Companion Loan Holder
303
Section 11.11
Waiver of Jury Trial
303
Section 11.12
Submission to Jurisdiction
303
Section 11.13
Exchange Act Rule 17g-5 Procedures
303
Section 11.14
Precautionary Trust Indenture Act Provisions
306
     
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-5 Certificate
 
Exhibit A-6
Form of Class A-AB Certificate
 
Exhibit A-7
Form of Class X-A Certificate
 
Exhibit A-8
Form of Class X-B Certificate
 
Exhibit A-9
Form of Class A-S Certificate
 
Exhibit A-10
Form of Class B Certificate
 
Exhibit A-11
Form of Class C Certificate
 
Exhibit A-12
Form of Class D Certificate
 
Exhibit A-13
Form of Class E Certificate
 
Exhibit A-14
Form of Class F Certificate
 
Exhibit A-15
Form of Class G Certificate
 
Exhibit A-16
Form of Class R 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
 
 
 
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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
 
Exhibit M-4
Form of Confidentiality Agreement
 
Exhibit N
Certificate Administrator Certification
 
Exhibit O
Servicing Criteria to be Addressed in Assessment of Compliance
 
Exhibit P
Supplemental Servicer Schedule
 
Exhibit Q
List of Authorized Representatives of the Depositor
 
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 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
 
 
 
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Pooling and Servicing Agreement, dated as of February 1, 2013, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and U.S. Bank National Association, 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 be treated for federal income tax purposes as two separate REMICs (each, a “Trust REMIC” or, in the alternative, the “Upper-Tier REMIC” and the “Lower-Tier REMIC”).  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates will represent “regular interests” in the Upper-Tier REMIC, and the Upper-Tier Residual Interest will represent the sole class of “residual interests” in the Upper-Tier REMIC.
 
There are also (i) 12 classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG 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 represent 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 the Lower-Tier Residual Interest and the Upper-Tier Residual Interest.
 
 
 

 
 
UPPER-TIER REMIC
 
The following table sets forth the Class designation, the approximate initial pass-through rate (the “Pass-Through Rate”) and the aggregate initial principal amount (the “Original Certificate Principal Amount”) or, in the case of the Class X-A and Class X-B Certificates, notional amount (“Original Notional Amount”), as applicable, for each Class of Certificates 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
    0.696 %   $ 53,438,000    
Class A-2
    1.840 %   $ 35,275,000    
Class A-3
    2.613 %   $ 21,000,000    
Class A-4
    2.681 %   $ 110,000,000    
Class A-5
    2.943 %   $ 300,475,000    
Class A-AB
    2.564 %   $ 81,379,000    
Class X-A(1)
    1.788 %   $ 656,352,000    
Class X-B(1)
    0.501 %   $ 103,126,000    
Class A-S
    3.279 %   $ 54,785,000    
Class B
    3.682 %   $ 63,380,000    
Class C
    4.285 %   $ 39,746,000    
Class D
    4.415 %   $ 34,376,000    
Class E
    4.415 %   $ 22,558,000    
Class F
    4.415 %   $ 16,114,000    
Class G
    4.415 %   $ 26,855,941    
Class R(2)
    N/A          N/A    
 

(1)
The Class X-A and Class X-B 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 to the Regular Certificates, will be distributed to the Holders of the Class R Certificates.
 
 
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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, the corresponding component of the Class X Certificates (the “Corresponding Component”) and the Original Certificate Principal Amount for each Class of Sequential Pay Certificates.  Each Class of Sequential Pay Certificates constitutes the “Corresponding Certificates” with respect to that Class’ Corresponding Lower-Tier Regular Interest and Corresponding Component.
 
Class Designation
 
Original
Certificate Principal Amount(1)
 
 
Corresponding
Lower-Tier Regular
Interest(2)(3)
 
Original Lower-Tier Principal Balance
   
Corresponding Component(3)
 
Class A-1
  $ 53,438,000  
LA-1
  $ 53,438,000    
Class A-1
 
Class A-2
  $ 35,275,000  
LA-2
  $ 35,275,000    
Class A-2
 
Class A-3
  $ 21,000,000  
LA-3
  $ 21,000,000    
Class A-3
 
Class A-4
  $ 110,000,000  
LA-4
  $ 110,000,000    
Class A-4
 
Class A-5
  $ 300,475,000  
LA-5
  $ 300,475,000    
Class A-5
 
Class A-AB
  $ 81,379,000  
LA-AB
  $ 81,379,000    
Class A-AB
 
Class A-S
  $ 54,785,000  
LA-S
  $ 54,785,000    
Class A-S
 
Class B
  $ 63,380,000  
LB
  $ 63,380,000    
Class B
 
Class C
  $ 39,746,000  
LC
  $ 39,746,000    
Class C
 
Class D
  $ 34,376,000  
LD
  $ 34,376,000      N/A  
Class E
  $ 22,558,000  
LE
  $ 22,558,000      N/A  
Class F
  $ 16,114,000  
LF
  $ 16,114,000      N/A  
Class G
  $ 26,855,941  
LG
  $ 26,855,941      N/A  
 
(1)
Approximate, subject to a variance of plus or minus 5%.
 
(2)
The interest rate of each Lower-Tier Regular Interest is the WAC Rate.
 
(3)
The Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to any Class of Sequential Pay Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other.
 
The Certificate Principal Amount of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided, however, that in the event that amounts previously allocated as Realized Losses to a Class of Sequential Pay Certificates in reduction of the Certificate Principal Amount thereof are recovered subsequent to the reduction of the Certificate Principal Amount of such Class to zero, such Class may receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this Agreement.  As of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $859,381,941.
 
 
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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.
 
10-K Filing Deadline”:  As defined in Section 10.04 of this Agreement.
 
15Ga-1 Notice”:  As defined in Section 2.03(a) of this Agreement.
 
15Ga-1 Notice Provider”:  As defined in Section 2.03(a) of this Agreement.
 
Acceptable Insurance Default”:  With respect to any Mortgage Loan or Whole Loan, 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 Controlling Class Representative (unless a 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 Controlling Class Representative 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 Controlling Class Representative, 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”:  The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.
 
 
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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 10.03 of this Agreement.
 
Additional Form 10-K Disclosure”:  As defined in Section 10.04 of this Agreement.
 
Additional Information”:  As defined in Section 4.02(a) of this Agreement.
 
Additional Servicer”:  Each Affiliate of the Master Servicer that Services any of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer or the Certificate Administrator, who Services 10% 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 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 (in the case of a Mortgage Loan) 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).
 
Advance Rate”:  A per annum rate equal to the Prime Rate, compounded annually.
 
 
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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.
 
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 nationally recognized statistical rating agency or other comparable Person 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.
 
 
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AMC”:  Archetype Mortgage Capital LLC, a Delaware limited liability company, and its successors in interest.
 
AMC Guaranty”:  The letter agreement dated as of February 1, 2013, by AMC, for the benefit of the Depositor.
 
AMF”:  Archetype Mortgage Funding I LLC, a Delaware limited liability company, and its successors in interest.
 
AMF Loan Purchase Agreement”:  The Mortgage Loan Purchase Agreement, dated as of the Cut-Off Date, by and between AMF and the Depositor.
 
Ancillary Fees”:  With respect to any Mortgage Loan (or Whole Loan, if applicable), 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 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 8.02(e) of this Agreement.
 
Applicable Monthly Payment”:  For any Mortgage 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 Loan 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 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 Mortgage Loan (or Whole Loan) 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 Mortgage Loan (or Whole Loan) as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised values 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
 
 
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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 Mortgage Loan (or Whole Loan) 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 Mortgage Loan at a per annum rate equal to its Mortgage Loan Rate (and with respect to a Whole Loan, interest on the related Companion Loan at the related Mortgage Loan 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 Mortgage Loan and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid with respect to such Mortgage Loan (or Whole Loan) (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 will equal 25% of the Stated Principal Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal, however, the Appraisal Reduction Amount for such Mortgage Loan (or the related Whole Loan, if applicable) will be recalculated in accordance with this definition without regard to this sentence.  With respect to each Mortgage Loan (or Whole Loan) as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan (or Whole Loan)) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event
 
 
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has occurred with respect thereto 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 Mortgage 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 Mortgage Loan (or Whole Loan), and each of those parties shall be entitled to rely conclusively on such determination by the Special Servicer.  The Special Servicer 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 Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated.  In addition, with respect to any Mortgage Loan (or Whole Loan), as to which an Appraisal Reduction Event has occurred, such Mortgage Loan (or Whole Loan) shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan (or Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan (or Whole Loan)) and such Mortgage Loan (or Whole 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 Whole Loan shall be allocated to the related Mortgage Loan and the related Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Companion Loan.
 
Appraisal Reduction Event”:  With respect to any Mortgage Loan (or Whole Loan), the earliest of (i) the date on which such Mortgage Loan (or Whole Loan) becomes a Modified Asset, (ii) the date on which such Mortgage Loan (or Whole 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 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 related Mortgaged Property has become an REO Property, (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
 
 
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within those 60 days, or (vii) such Mortgage Loan (or Whole Loan) remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement.  No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Amount of all Classes of Sequential Pay Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 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, the appraised value of a Mortgaged Property 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.
 
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.
 
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.
 
Assumption Fees”:  With respect to any Mortgage Loan (or Whole Loan, if applicable), any and all assumption fees of such Mortgage Loan (or Whole Loan, if applicable) for transactions effected under Sections 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 Whole Loan, on behalf of the Trust and the 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.
 
Authorized Representative”:  With respect to the Depositor, any Person authorized by the Depositor to upload information to the Depositor’s 17g-5 Website, which (a) as of the Closing Date (and thereafter until other Persons are identified pursuant to clause (b))
 
 
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shall be the Persons identified, along with contact information and e-mail addresses, on Exhibit Q to this Agreement, and (b) thereafter shall be such authorized representative(s) identified, along with contact information and e-mail address(es), by the Depositor in writing, which shall be delivered from time to time when changes are made to the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator.
 
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 prior to the related Master Servicer Remittance Date, including any amounts that may be transferred to the Collection Account on the Business Day prior to the related Master Servicer Remittance Date from any REO Account pursuant to Section 3.16(b) of this Agreement or Whole Loan Custodial Account, exclusive of (without duplication):
 
(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 (without regard to grace periods);
 
(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)), Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date;
 
(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)        [reserved];
 
(v)         all Yield Maintenance Charges;
 
(vi)        all Penalty Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;
 
(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 for which Withheld Amounts are required to be deposited in the Interest Reserve Account, and any Distribution Date in (1) each February or (2) any January in a year that is not a leap year (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
 
 
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preceding the month in which the subject Distribution Date occurs at the related Mortgage Loan Rate, less the Administrative Cost Rate, to the extent such amounts are to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.23 of this Agreement;
 
(b)           the aggregate amount of any Compensating Interest Payments 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 for which such P&I Advances are made);
 
(c)           with respect to the initial Distribution Date, the aggregate Interest Deposit Amount for the Mortgage Pool; 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 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 Mortgage Loan”:  Any Mortgage Loan or 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.
 
Balloon Payment”:  With respect to any Balloon Mortgage 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-5, Class A-AB, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates 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 Loan 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 such discount rate is greater than or equal to the lesser of (x) the Mortgage Loan Rate on
 
 
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the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero; provided, however, if such discount rate is greater than or equal to the Mortgage Loan 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, North Carolina, Florida, Illinois and California, the cities in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the 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 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 Loan 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).
 
Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificate issued, authenticated and delivered hereunder.
 
Certificate Administrator”:  Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.
 
 
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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.ctslink.com.
 
Certificate Factor”:  With respect to any Class of Regular Certificates, 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 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 (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Principal Amount of such Class of Sequential Pay Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, the Certificate Principal Amount of such Class of Sequential Pay Certificates on the Distribution Date immediately prior to such date of determination, after actual distributions of principal thereon and allocation of Realized Losses thereto on such prior Distribution Date, and increased on any 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.
 
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; 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 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 Certificates 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
 
 
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deemed to be outstanding, provided that such amendment does not relate to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any of their Affiliates, in which case such Certificate 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 10.05 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 10.05 of this Agreement.
 
Certifying Servicer”:  As defined in Section 10.07 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 the Cut-Off Date, 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 0.696%.
 
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.
 
 
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Class A-2 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 1.840%.
 
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 2.613%.
 
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 2.681%.
 
Class A-5 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-5 Component”:  The Component having such designation.
 
Class A-5 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 2.943%.
 
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-6 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 2.564%.
 
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-9 hereto.
 
Class A-S Component”:  The Component having such designation.
 
 
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Class A-S Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.279%.
 
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 Exhibit A-10 hereto.
 
Class B Component”:  The Component having such designation.
 
Class B Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.682%.
 
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.
 
Class C Component”:  The Component having such designation.
 
Class C Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 4.285%, subject to a maximum rate equal to the WAC Rate.
 
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 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to the WAC Rate.
 
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-13 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-14 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-15 hereto.
 
 
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Class G Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to the WAC Rate.
 
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-16 hereto.  The Class R Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional Amount.
 
Class X Certificates”:  The Class X-A Certificates and/or the Class X-B 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 Class of 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-7 hereto.
 
Class X-A Components”:  The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5 Component, Class A-AB Component and Class A-S Component.
 
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-8 hereto.
 
Class X-B Components”:  The Class B Component and the Class C Component.
 
Class X-B Notional Amount”:  With respect to the Class X-B Certificates as of any date of determination, the sum of the Component Notional Amounts of the Class X-B Components.
 
Class X-B Pass-Through Rate”:  For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-B 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).
 
 
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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”:  February 7, 2013.
 
Co-Lender Agreement”:  Either of the Empire Hotel & Retail Co-Lender Agreement and the National Harbor 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 shall be entitled “Wells Fargo Bank, National Association, as Master Servicer on behalf of U.S. Bank National Association, as Trustee, for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10” and which must be an Eligible Account.
 
Collection Period”:  With respect to a Distribution Date and each Mortgage Loan, the period beginning on the day after 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 March 2013, 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.
 
Commission”:  The Securities and Exchange Commission.
 
Companion Loan”:  Any of the National Harbor Companion Loan and the Empire Hotel & Retail Companion Loan.
 
Companion Loan Holder”:  The holder of a Companion Loan.
 
Companion Loan Holder Representative”  With respect to each Companion Loan, the related Non-Controlling Note Holder Representative (as defined in the related Co-Lender Agreement).
 
Companion Loan Rating Agency”:  With respect to any Companion Loan, any rating agency that was engaged by a participant in the securitization of such Companion Loan to assign a rating to the related Companion Loan Securities.
 
Companion Loan Rating Agency Confirmation”:  With respect to any matter involving the servicing and administration of a Companion Loan or any related REO Property as to which any Companion Loan Securities exist, confirmation in writing (which may be in
 
 
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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 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 3.31 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.
 
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 Companion Loan (or a portion thereof or interest therein).
 
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-5 Component, Class A-AB Component and Class A-S Component, and with respect to the Class X-B Certificates, the Class B Component and Class C 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 by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage.
 
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 Whole Loan), 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
 
 
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Special Servicer Servicing Personnel, the Operating Advisor Surveillance Personnel, the Certificate Administrator Personnel or the Trustee Personnel.
 
Consent Fees”:  With respect to any Mortgage Loan (or Whole Loan, if applicable), 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”:  The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate Certificate Principal Amount at least equal to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
Control Eligible Certificates”:  Any of the Class E, Class F and Class G Certificates.
 
Control Termination Event”:  The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
Controlling Class”:  As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance 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 G 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 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.
 
 
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The initial Controlling Class Representative on the Closing Date shall be LNR Securities Holdings, LLC or one of its Affiliates, and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume LNR Securities Holdings, LLC or one of its Affiliates or any successor Controlling Class Representative selected thereby is the Controlling Class Representative on behalf of LNR Securities Holdings, LLC or one of its Affiliates as Holder (or Beneficial Owner) of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) notice of a replacement Controlling Class Representative or (b) notice that LNR Securities Holdings, LLC or one of its Affiliates is no longer the Holder (or Beneficial Owner) of  a majority of the applicable Control Eligible Certificates.
 
Controlling Class Right of First Refusal”:  As defined in Section 3.17(f) of this Agreement.
 
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 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603, and (ii) the Certificate Administrator is located, for certificate transfer purposes, at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention:  GS 2013-GC10, and for all other purposes except as specifically set forth herein, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  GS 2013-GC10.
 
Corrected Mortgage Loan”:  Any Mortgage Loan or Whole 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 Mortgage Loan or Whole 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 Sequential Pay Certificates or Lower-Tier Regular Interest.
 
Corresponding Lower-Tier Regular Interest”:  As identified in the Preliminary Statement with respect to any Class of Sequential Pay Certificates 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
 
 
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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 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 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 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 Loan Modification and Corrected Mortgage Loan Report”:  The monthly report in the “Historical Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or 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.
 
 
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CREFC Investor Reporting Package (IRP)”:  (a)  The following seven electronic files (and any other files as may become adopted and promulgated by CREFC as part of the CREFC Investor Reporting Package (IRP) from time to time):  (i) CREFC Loan Setup File, (ii) CREFC Loan Periodic Update File, (iii) CREFC Property File, (iv) CREFC Bond Level File, (v) CREFC Financial File, (vi) CREFC Collateral Summary File and (vii) CREFC Special Servicer Loan File;
 
(b)           The following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC as part of the CREFC Investor Reporting Package (IRP) from time to time):  (i) CREFC Delinquent Loan Status Report, (ii) CREFC Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC REO Status Report, (iv) CREFC Operating Statement Analysis Report, (v) CREFC Comparative Financial Status Report, (vi) CREFC Servicer Watch List, (vii) CREFC Loan Level Reserve/LOC Report, (viii) CREFC NOI Adjustment Worksheet, (ix) CREFC Advance Recovery Report, (x) CREFC Total Loan Report and (xi) CREFC Reconciliation of Funds Report; and
 
(c)           such other reports as CREFC may designate from time to time.
 
CREFC 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 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 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.
 
 
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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 Report”:  The monthly report in the “Reconciliation of Funds” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC for commercial mortgage securities transactions generally.
 
CREFC REO Status Report”:  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 Watch List”:  As of each Determination Date a report, including and identifying each non-Specially 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 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 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-Over Date”:  The Distribution Date on which the Certificate Principal Amount of each Class of Sequential Pay Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates) is (or will be) reduced to zero due to the application of Realized Losses.
 
Custodial Agreement”:  The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator, 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 Certificate Administrator.
 
 
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Custodian”:  Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is Custodian, named pursuant to any Custodial Agreement.  The Custodian may (but need not) be the Certificate Administrator or the Master Servicer or any Affiliate or agent of 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 February 2013 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in March 2013, the date that would have been its Due Date in February 2013 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.  If neither DBRS nor any successor remains in existence, “DBRS” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person 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 DBRS herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Debt Service Coverage Ratio”:  With respect to any Mortgage Loan (or Whole Loan, 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 Whole Loan, if applicable) during such period; provided that with respect to the Mortgage Loans (and with respect to any Whole Loan 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).
 
Default”:  An event of default under the Mortgage Loan (or Whole Loan, 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 Whole Loan, if applicable).
 
Default Interest”:  With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan or 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 Loan Rate.
 
Default Rate”:  With respect to each Mortgage Loan or Companion Loan, the per annum rate at which interest accrues on such Mortgage Loan or Companion Loan, as the case
 
 
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may be, following any event of default on such Mortgage Loan or Companion Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.
 
Defaulted Mortgage Loan”:  A Mortgage Loan or Whole 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 Whole Loan”:  Any Whole Loan that is a Defaulted Mortgage Loan.
 
Defeasance Loan”:  Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.
 
Definitive Certificate”:  Any Certificate in fully registered certificated form without interest coupons.
 
Depositor”:  GS Mortgage Securities Corporation II, a Delaware corporation, and its successors and assigns.
 
Depositor’s 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 Mortgage Loan or Whole Loan, 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 Whole Loan, 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 Whole Loan, if any;
 
 
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(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;
 
(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, if any; and
 
(17)         in the case of a Whole Loan, 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 March 2013.
 
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
 
 
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building or improvement, where at least 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).
 
Disclosable Special Servicer Fees”:  With respect to any Mortgage Loan, Whole 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 Mortgage Loan and any purchaser of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Whole Loan, if applicable), the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement other than any Special Servicing Compensation to which the Special Servicer is entitled under this Agreement in the form of Excess Penalty Charges, Assumption Fees, Excess Modification Fees, Consent Fees, Ancillary Fees, extension fees or other income earned on deposits in the REO Accounts to the extent not reported in the CREFC Investor Reporting Package.
 
Disqualified Non-U.S. Person”:  With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. 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. 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 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 a 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
 
 
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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”:  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 March 2013.  The first Distribution Date shall be March 12, 2013.
 
Distribution Date Statement”:  As defined in Section 4.02(a) of this Agreement.
 
Document Defect”:  As defined in Section 2.03(a) of this Agreement.
 
Due Date”:  With respect to (i) any Mortgage Loan or 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 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 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 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 is less than 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date.
 
EDGAR”:  The Commission’s Electronic Data Gathering and Retrieval System.
 
EDGAR-Compatible Format”:  means 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 (a) by Fitch in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Whole Loan 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)) or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch, (b) at least “R-1 (middle)” by DBRS (if rated by DBRS or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)), in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A (high)” by DBRS (if rated by
 
 
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DBRS or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)), and (c) at least “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P), in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “BBB+” by S&P, (ii) an account or accounts maintained with U.S. Bank National Association or Wells Fargo Bank, National Association so long as  U.S. Bank National Association’s or Wells Fargo Bank, National Association’s, as applicable, long-term unsecured debt rating shall be at least “A-“ by Fitch, “A (low)” by DBRS and “A” by S&P (if the deposits are to be held in the account for more than 30 days) or  U.S. Bank National Association’s or Wells Fargo Bank, National Association’s, as applicable, short-term deposit or short-term unsecured debt rating shall be at least “F1” by Fitch, “R-1 (middle)” by DBRS and “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P) (if the deposits are to be held in the account for 30 days or less), (iii) 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) - (ii) 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 (iv) such other account or accounts not listed in clauses (i) - (ii) 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 and that has not been a special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar 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 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, the Controlling Class Representative or an Affiliate of the Special Servicer or the Controlling Class Representative 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 appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.
 
Empire Hotel & Retail Co-Lender Agreement”:  With respect to the Empire Hotel & Retail Whole Loan, the related co-lender agreement, dated as of January 4, 2013, by and between the holder of the Empire Hotel & Retail Mortgage Loan and the Empire Hotel & Retail Companion Loan Holder, relating to the relative rights of the holder of the Empire Hotel & Retail Mortgage Loan and the Empire Hotel & Retail Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
Empire Hotel & Retail Companion Loan”:  With respect to the Empire Hotel & Retail Whole Loan, the related promissory notes made by the related Mortgagor and secured by
 
 
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the Empire Hotel & Retail Mortgage and designated as promissory notes A-3 and A-4, which is not included in the Trust and is pari passu in right of payment with the Empire Hotel & Retail Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Empire Hotel & Retail Co-Lender Agreement.
 
Empire Hotel & Retail Companion Loan Holder”:  The holder of the Empire Hotel & Retail Companion Loan.
 
Empire Hotel & Retail Mortgage”:  The Mortgage securing the Empire Hotel & Retail Mortgage Loan and the Empire Hotel & Retail Companion Loan.
 
Empire Hotel & Retail Mortgage Loan”:  With respect to the Empire Hotel & Retail Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Empire Hotel & Retail, which is designated as promissory notes A-1 and A-2 and is pari passu in right of payment with the Empire Hotel & Retail Companion Loan to the extent set forth in the related Loan Documents and as provided in the Empire Hotel & Retail Co-Lender Agreement.
 
Empire Hotel & Retail Whole Loan”:  The Empire Hotel & Retail Mortgage Loan, together with the Empire Hotel & Retail Companion Loan, each of which is secured by the Empire Hotel & Retail Mortgage.  References herein to the Empire Hotel & Retail Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Empire Hotel & Retail Mortgage.
 
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 or Class G 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, either (i) it is rated in one of the four highest generic ratings categories by a Rating Agency authorized by the U.S. Department of Labor 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.
 
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.
 
 
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Euroclear”:  Euroclear Bank, as operator of the Euroclear System, and its successors in interest.
 
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 Companion Loan Holder pursuant to the 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.
 
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 shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10, Excess Liquidation Proceeds Reserve Account.”  Any such account shall be an Eligible Account.
 
Excess Modification Fees”:  With respect to any Mortgage Loan (or Whole Loan, 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 Mortgage Loan (or Whole Loan, 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 with respect to the related Mortgage Loan (or Whole Loan, 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 Mortgage Loan (or Whole Loan, if applicable) or REO Property; provided that if the Mortgage Loan (or Whole Loan, if applicable) ceases being a Corrected Mortgage Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Mortgage Loan (or Whole Loan) ceasing to be a Corrected Mortgage Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Whole Loan) ceased to be a Corrected Mortgage Loan within 12 months of it becoming a modified Mortgage Loan (or Whole Loan).  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 offset to the extent described above.
 
 
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Excess Penalty Charges”:  With respect to any Mortgage Loan (or Whole Loan, if applicable) and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such Mortgage Loan (or Whole Loan, 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 with respect to any Mortgage Loan (or Whole Loan, 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 exceed the Compensating Interest Payment.
 
Excess Servicing Fees”:  With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.
 
Excess Servicing Fee Rate”:  With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to 0%; 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 (and any successor REO Mortgage Loan with respect thereto), the right to receive Excess Servicing Fees.  In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.
 
Exchange Act”:  The Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.
 
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, the Controlling Class Representative or the Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communication (other than the related Asset Status Report) between the Special Servicer, the Controlling Class Representative and/or the Companion Loan Holder (or its Companion Loan Holder Representative), with respect to such Specially Serviced Loan;
 
 
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provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement in respect of such workout or liquidation, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.
 
Final Recovery Determination”:  With respect to any defaulted Mortgage Loan or Whole Loan that is a Specially Serviced Loan 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 has determined in accordance with the Servicing Standard will ultimately be recoverable.
 
Fitch”:  Fitch, 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 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.
 
Five Mile”:  MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, and its successors in interest.
 
Five Mile Loan Purchase Agreement”:  The Mortgage Loan Purchase Agreement, dated as of the Cut-Off Date, by and between Five Mile and the Depositor.
 
Form 8-K Disclosure Information”:  As defined in Section 10.06 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.
 
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 the Cut-Off Date, 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 Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now or hereafter existing, and specifically
 
 
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including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.
 
Holder”:  With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier 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) 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, the Companion Loan Holder 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, the Companion Loan Holder 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, the Companion Loan Holder 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 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
 
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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 Interest Shortfall Deposit”:  With respect to any Mortgage Loan, any interest shortfall in the initial monthly debt service payment due in March 2013 as a result of the accrual period being shorter than a full accrual period as a result of the origination of such Mortgage Loan occurring after the date that was to have been the Due Date in the month of February 2013.
 
Inquiries”:  As defined in Section 4.02(a) of this Agreement.
 
Institutional Accredited Investor”:  An institution that is an “accredited investor” 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 any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement).
 
Interest Accrual Amount”:  With respect to any Distribution Date and any Class of Sequential Pay Certificates, an amount equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate 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 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 and any Class of Regular Certificates, the calendar month preceding the month in which such Distribution Date occurs.  Each Interest Accrual Period with respect to each Class of Regular Certificates is assumed to consist of 30 days.
 
Interest Deposit Amount”:  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, an amount equal to two days’ interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan, which in the aggregate equals $210,814.93.
 
Interest Distribution Amount”:  With respect to any Distribution Date and with respect to each Class of Regular Certificates, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class on such Distribution Date pursuant to Section 4.01(j).
 
 
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Interest Reserve Account”:  The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23 of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10, Interest Reserve Account” and which shall be an Eligible Account.
 
Interest Shortfall”:  With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion, of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, 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 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 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 Whole Loan, the Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer), or the trustee for the Other Securitization Trust, the related 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 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 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
 
 
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(or any investment advisor or manager of the foregoing), a Companion Loan Holder or a 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 of any Mortgagor and (B) except in the case of a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion Loan Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, 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 Companion Loan Holder or a 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, 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.
 
Investor Registry”:  As defined in Section 4.02(a) of this Agreement.
 
IRS”:  The Internal Revenue Service.
 
KBRA”:  means Kroll Bond Rating Agency, Inc. and its successors in interest.
 
Liquidation Event”:  With respect to any Mortgage Loan, any of the following events:  (i) such Mortgage Loan (or Whole Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Whole Loan); (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 Whole Loan) is purchased by the holder of a mezzanine loan pursuant to the related intercreditor 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 Whole Loan) is purchased by the Controlling Class Representative pursuant to Section 3.17(f) of this Agreement; or (viii) such Mortgage Loan (or Whole Loan) is purchased by another party in accordance with Section 3.17 of this Agreement.  With respect to any REO Property (and the related REO Mortgage Loan or REO Companion
 
 
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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 Mortgage 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).
 
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 Mortgage Loan repurchased or substituted as contemplated by Section 2.03 of this Agreement, any Specially Serviced Loan or any REO Property as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the 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 any 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 the offset of 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 Mortgage Loan or Whole Loan or any Mortgaged Property purchased or repurchased by the Controlling Class Representative or otherwise pursuant to clauses (iii) through (v) and clause (vii) 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) and clause (vii), the mezzanine loan holder, the Companion Loan Holder or the Controlling Class Representative, as applicable, does not purchase such Mortgage Loan or Whole Loan within 90 days of (x) when each such related purchase option first becomes exercisable, or (y) with respect to the Controlling Class Representative, the later of (1) the date such Mortgage Loan or Whole Loan becomes a Defaulted Mortgage Loan and (2) the date such Mortgage Loan or Whole Loan becomes a Specially Serviced Loan) or clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder does not purchase such REO Property within 90 days of when the
 
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related purchase option first becomes exercisable) and (b) the Liquidation Fee with respect to each 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 Mortgage Loan or REO Mortgage Loan; provided, further that if a Mortgage Loan or Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within 60 days following the related maturity date in connection with the full and final payoff or refinancing of the related Mortgage Loan or Whole Loan, 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 1.0% with respect to each Mortgage Loan repurchased or substituted as contemplated by Section 2.03 of this Agreement, each Specially Serviced Loan and each REO Property, provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.
 
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 Whole Loan, the loan agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which such Mortgage Loan or Whole Loan, as applicable, was made.
 
Loan Documents”:  With respect to any Mortgage Loan or Whole Loan, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or Whole Loan 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 Five Mile Loan Purchase Agreement, the GSMC Loan Purchase Agreement, the CGMRC Loan Purchase Agreement and/or the AMF Loan Purchase Agreement, as applicable.
 
Loan Seller Defeasance Rights and Obligations”:  As defined in Section 3.09(d)(i) of this Agreement.
 
Loan-to-Value Ratio”:  With respect to any Mortgage Loan or Whole Loan, 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 Whole Loan, as applicable, and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.
 
 
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Lock-Box Account”:  With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Whole Loan 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 Whole Loan 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 Whole Loan, 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 shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, on behalf of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10, 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.
 
Lower-Tier Regular Interests”:  The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests.
 
Lower-Tier REMIC”:  A segregated asset pool within the Trust Fund consisting of the Mortgage Loans, any related REO Property acquired in respect thereof and all proceeds of such REO Property, other property of the Trust Fund related thereto, the Interest Deposit Amount and amounts held in respect thereof from time to time in the Collection Account, any Whole Loan 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
 
 
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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 Mortgage Loans and/or Whole 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) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Mortgage Loan or Whole Loan or any extension of the Maturity Date of any Mortgage Loan or Whole Loan;
 
(c)           any sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) 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 Mortgage Loan or Whole Loan, or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the specific terms of the related Mortgage Loan or Whole 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 Mortgage Loan or Whole 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 (to the extent the lender is required to consent or approve under the 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
 
 
 
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the specific terms of the related Mortgage Loan and for which there is no lender discretion;
 
(i)           any acceptance of an assumption agreement releasing a Mortgagor from liability under a Mortgage Loan other than pursuant to the specific terms of such Mortgage 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 Mortgage Loan or Whole Loan, any acceleration of such Mortgage Loan or Whole Loan, as the case may be, 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 Mortgage Loan or Whole Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the Holders of the Control Eligible Certificates;
 
(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.
 
Manager”:  With respect to any Mortgage Loan or Whole Loan, any property manager for the related Mortgaged Properties.
 
Master Servicer”:  Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or any successor Master Servicer appointed as 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.
 
 
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Maturity Date”:  With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Companion Loan, the Maturity Date for the related Mortgage Loan.
 
Modification Fees”:  With respect to any Mortgage Loan (or Whole Loan, 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 Whole Loan).
 
Modified Asset”:  Any Mortgage Loan or any Whole 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 Mortgage Loan or Whole 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
 
(c)           in the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage Loan or Whole Loan or materially reduces the likelihood of timely payment of amounts due thereon.
 
Monthly Payment”:  With respect to any Mortgage Loan or 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 Loan Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes.  The Monthly Payment with respect to (i) an REO Mortgage Loan or REO Companion Loan, or (ii) any Mortgage Loan or Companion Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an extension, is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged or the related Maturity Date 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 Whole Loan is the aggregate Monthly Payment for the related Mortgage Loan and Companion Loan.
 
Moody’s”:  Moody’s Investors Service, Inc. or its successors in interest.
 
Morningstar”:  Morningstar Credit Ratings, LLC or its successors in interest.
 
 
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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 Whole Loan.
 
Mortgage File”:  With respect to any Mortgage Loan or Whole Loan, 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 “U.S. Bank National Association, as Trustee, on behalf of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10” 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 Whole Loan, a copy of the executed Note for the related Companion Loan;
 
(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 “U.S. Bank National Association, as Trustee, on behalf of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10 [and the holder of the related Companion Loan, as their interests may appear]” or a copy of such assignment (if the related Sponsor or its designee, rather than the Trustee or Certificate Administrator, is responsible for the recording thereof);
 
(5)           an original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of “U.S. Bank National Association, as Trustee, on behalf of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10 [and the holder of the related Companion Loan, as their interests may appear]”;
 
(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 Whole Loan) or the related Mortgage have been modified, in
 
 
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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 Whole Loan (or, if such policy has not been issued, a “marked-up” pro forma title policy marked as 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, 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 Whole Loan, if any;
 
(11)          an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or Whole Loan, 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 “U.S. Bank National Association, as Trustee, on behalf of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10 [and the holder of the related 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 Whole Loan 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 Whole Loan 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;
 
 
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(18)           a copy of any letter of credit relating to such Mortgage Loan or Whole Loan and any related assignment thereof (with the original to be delivered to the Master Servicer);
 
(19)           copies of any franchise agreement or hotel management agreement and related comfort letters and/or estoppel letters relating to such Mortgage Loan or Whole Loan and any related assignment thereof; and
 
(20)           in the case of a Whole Loan, 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.
 
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 Loan, REO Mortgage Loan or defeased Mortgage Loan but not the Companion Loans.
 
Mortgage Loan Rate”:  With respect to any Mortgage Loan (including an REO Mortgage Loan) or 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 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 with respect to any Mortgage Loan or Companion Loan, as the case may be.
 
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 Loan Rate;
 
(v)        the (A) remaining term to stated maturity and (B) Stated Maturity Date;
 
(vi)       in the case of a Balloon Mortgage Loan, the remaining amortization term;
 
 
 
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(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 Whole Loan, separately identifying the Servicing Fee Rate applicable to the related Companion Loan in the Whole Loan);
 
(viii)     the Mortgage Loan Seller(s);
 
(ix)       whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to; and
 
(x)        whether such Mortgage Loan is part of a Whole Loan, in which case the information required by clauses (iii), (iv), (v), (vi) and (vii) above shall also be set forth for the Companion Loan in the related Whole Loan.
 
Mortgage Loan Seller”:  Each of Five Mile, GSMC, CGMRC and AMF, 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.
 
Mortgaged Property”:  The underlying property securing a Mortgage Loan and the related Companion Loan, including any REO Property, consisting of a fee simple estate, and, with respect to certain Mortgage Loans and the related Companion Loans, a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial 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.
 
National Harbor Co-Lender Agreement”:  With respect to the National Harbor Whole Loan, the related Co-Lender Agreement, dated as of February 1, 2013, by and between the holder of the National Harbor Mortgage Loan and the National Harbor Companion Loan Holder, relating to the relative rights of the holder of the National Harbor Mortgage Loan and the National Harbor Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
 
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National Harbor Companion Loan”:  With respect to the National Harbor Whole Loan, the related promissory note made by the related Mortgagor and secured by the National Harbor 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 National Harbor Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the National Harbor Co-Lender Agreement.
 
National Harbor Companion Loan Holder”:  The holder of the National Harbor Companion Loan.
 
National Harbor Mortgage”:  The Mortgage securing the National Harbor Mortgage Loan and the National Harbor Companion Loan.
 
National Harbor Mortgage Loan”:  With respect to the National Harbor Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as National Harbor, which is designated as promissory note A-1 and is pari passu in right of payment with the National Harbor Companion Loan to the extent set forth in the related Loan Documents and as provided in the National Harbor Co-Lender Agreement.
 
National Harbor Whole Loan”:  The National Harbor Mortgage Loan, together with the National Harbor Companion Loan, each of which is secured by the National Harbor Mortgage.  References herein to the National Harbor Whole Loan shall be construed to refer to the aggregate indebtedness secured under the National Harbor Mortgage.
 
Net Condemnation Proceeds”:  The Condemnation Proceeds received with respect to any Mortgage Loan or 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.
 
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.
 
Net Liquidation Proceeds”:  The Liquidation Proceeds received with respect to any Mortgage Loan or Whole Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.
 
Net Mortgage Loan Rate”:  Except as set forth in the last sentence 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 Loan 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 Loan 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
 
 
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amount of interest actually accrued (exclusive of Default Interest) in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the related Mortgage Loan 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 Loan 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 net of any Withheld Amounts and (ii) the Net Mortgage Loan Rate for the one-month period preceding the Due Date in March shall be determined taking into account the addition of any such Withheld Amounts; provided 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 and with respect to the Distribution Date in March 2013, the Interest Deposit Amount shall be included in determining the Net Mortgage Loan Rate.  For purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan 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 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.
 
Net REO Proceeds”:  With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds 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.
 
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 Whole Loan 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,
 
 
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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 Mortgage Loan, Whole Loan or REO Property by the Master Servicer or the Trustee, which Property Advance such party or the Special Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, in its commercially reasonable judgment (or, with respect to the Trustee, its good faith business judgment), will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Whole Loan 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.
 
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 Sequential Pay 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, (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.
 
Non-U.S. Beneficial Ownership Certification”:  As defined in Section 5.03(f) of this Agreement.
 
Non-U.S. Person”:  A person other than a U.S. 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
 
 
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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).
 
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 each Component, the applicable Component Notional Amount.
 
NRSRO”:  A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.
 
OCC”:  The Office of the Comptroller of Currency, and its successors in interest.
 
Offering Circular”:  The offering circular dated January 24, 2013 relating to the Private 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”:  Trimont Real Estate Advisors, Inc., a Georgia corporation, or its successor in interest, or any successor Operating Advisor appointed as herein provided.
 
Operating Advisor Annual Report”:  As defined in Section 3.30(d)(ii) of this Agreement.
 
Operating Advisor Consulting Fee”:  A fee for each Major Decision on which the Operating Advisor has consulting rights equal to the lesser of (a) $12,000, or (b) the amount as the related Mortgagor agrees to pay with respect to any Mortgage Loan (or Whole Loan, as applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, however, no such fee shall be payable unless paid by the related Mortgagor; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction).
 
Operating Advisor Fee”:  With respect to each Mortgage 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
 
 
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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 0.00159% per annum.
 
Operating Advisor Surveillance 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.
 
Operating Advisor Standard”:  As defined in Section 3.30(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”) or (c) 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”:  A defined in Section 6.09(h) of this Agreement.
 
Other Depositor”:  With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation AB).
 
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”:  The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.
 
 
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Other Securitization Trust”:  Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Companion Loan or REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.
 
Ownership Interest”:  Any record or beneficial interest in a Class R Certificate.
 
P&I Advance”:  As to any 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.
 
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-5 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 A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate and the Class G Pass-Through Rate.  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 Whole Loan (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, subject to the allocation provisions of any related Co-Lender Agreement.
 
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 Regular Certificate, the percentage interest is equal to the initial denomination of such Certificate divided by the initial Certificate Principal Amount or Notional Amount, as applicable, of such Class of Certificates.  With respect to any Class R Certificate, the percentage interest is set forth on the face thereof.
 
Performing Party”:  As defined in Section 10.11 of this Agreement.
 
 
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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 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 one month or less, the short term obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the
 
 
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case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency), (B) if it has a term not less than one month and not in excess of three months, the short-term debt obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (C) 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, Fitch and S&P (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); 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 one month or less, the short term obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency), (B) if it has a term not less than one month and not in excess of three months, the short-term debt obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (C) 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, Fitch and S&P (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); 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;
 
(vi)       debt obligations, (A) if it has a term of one month or less, the short term obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency), (B) if it has a term not less than one month and not in excess of three months, the short-term debt obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (C) if it has a term in excess of three months, the long-term
 
 
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debt obligations of which are rated “AAA” (or the equivalent) by DBRS, Fitch and S&P (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); 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;
 
(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 in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency), (B) if it has a term not less than one month and not in excess of three months, the short-term debt obligations of which are rated in the highest short-term debt rating category of DBRS, Fitch and S&P (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (C) 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, Fitch and S&P (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); 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 Prime Investment Money Market Fund or any other money market fund (in each case, the “Fund”) so long as the Fund is rated by Fitch and S&P in its highest money market fund ratings category (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency, 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
 
 
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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 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, insurance commissions and fees, and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Companion 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. 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. 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. 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.
 
 
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Plan”:  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.
 
Prepayment Interest Excess”:  With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan after the Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Default Interest) that accrued for such Mortgage 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, inclusive, to the extent collected from the related Mortgagor (exclusive of any related Yield Maintenance Charge or related Default Interest that may have been collected).
 
Prepayment Interest Shortfall”:  With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan prior to the Due Date in such Prepayment Period, the amount of interest, net of the related Servicing Fee and any related Default Interest, to the extent not collected from the related Mortgagor, that would have accrued on such Mortgage 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 and ending on the day immediately preceding such Due Date, inclusive.
 
Prepayment Period”:  With respect to any Distribution Date, the period beginning the day after the Determination Date in the month immediately preceding the month in which such Distribution Date occurs (or on the Cut-Off Date, in the case of the first Distribution Date) through and including the Determination Date immediately preceding such Distribution Date.
 
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 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;
 
 
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(B)           the Unscheduled Payments of the Mortgage Loans (including the REO Mortgage Loans) on deposit in the Collection Account as of the related Determination Date; and
 
(C)           the Principal Shortfall, if any, for such Distribution Date;
 
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 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 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 Whole Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment 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 Sequential Pay Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.
 
Private Certificates”:  The Class X-B, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates.
 
Privileged Information”:  Any (i) correspondence or other communications between the Controlling Class Representative (and, in the case of a Whole Loan, the related 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 the Controlling Class Representative under this Agreement or the 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
 
 
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compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (iii) information subject to attorney-client privilege.
 
Privileged Information Exception”:  With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected 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 Controlling Class Representative, 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 Master Servicer, the Special Servicer, the Controlling Class Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), any 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 via the Certificate Administrator’s Website; provided that in no event shall a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor be considered a Privileged Person.
 
Property Advance”:  As to any Mortgage Loan, Whole Loan or REO Property, 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 Mortgage Loan or Whole Loan, 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, 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 Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a 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 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 any such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision
 
 
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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.
 
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 15, 2013, relating to the Public Certificates.
 
Prospectus Supplement”:  The prospectus supplement dated January 15, 2013, relating to the Public Certificates.
 
Public Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A and Class A-S 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, at the related Mortgage Loan 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); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances; 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 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) and, if the applicable Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan more than 120 days following the earlier of the responsible party’s discovery or receipt of notice of the subject Material Breach or Material Document Defect, as the case may be, a Liquidation Fee.  With respect to any REO Property that relates to a Whole Loan, 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
 
 
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of Section 3.17(l) 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, 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)), “A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch, Moody’s and/or AM Best) and “A-” by S&P 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 claim paying ability rated at least as follows by at least one of the following NRSROs:  “A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch, Moody’s and/or AM Best)), “A-“ by S&P or “A-“ by Fitch, or (b) the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation from the applicable Rating Agency.
 
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 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 Loan Rate not less than the Mortgage Loan 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 Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the
 
 
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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 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 Loan 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 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 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 occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.
 
Rated Final Distribution Date”:  The Distribution Date occurring in February 2046.
 
Rating Agency”:  Each of S&P, Fitch and DBRS 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 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 S&P, Fitch and DBRS 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 S&P, Fitch or DBRS shall mean “AAA” with respect to S&P, Fitch and DBRS, 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.
 
 
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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 the 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 3.31 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 Sequential Pay Certificates, 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.  Realized Losses may be reversed as provided in Section 4.01(f) of this Agreement.
 
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.
 
Regular Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates.
 
Regulation AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Regulation S”:  Regulation S under the Act.
 
Regulation S Global Certificates”:  As defined in Section 5.02(c)(i) of this Agreement.
 
 
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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” means 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 Regular 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-5, Class A-AB, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero.
 
REMIC”:  A “real estate mortgage investment conduit” within the meaning of Code Section 860D.
 
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
 
 
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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 Companion Loan Holder, which shall be entitled “[LNR Partners, LLC] [the applicable successor Special Servicer], as Special Servicer, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10 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 Companion Loan if the related Mortgaged Property has become an REO Property.
 
REO Extension”:  As defined in Section 3.16(a) of this Agreement.
 
REO Mortgage Loan”:  Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property.
 
REO Whole Loan”: Any Whole Loan as to which the related Mortgaged Property has become an REO Property.
 
REO Proceeds”:  With respect to any REO Property 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.
 
REO Property”:  A Mortgaged Property title to which has been acquired on behalf of the Trust Fund and any related Companion Loan Holder through foreclosure, deed in lieu of foreclosure or otherwise.
 
Reportable Event”:  As defined in Section 10.06 of this Agreement.
 
Reporting Servicer”:  As defined in Section 10.08 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.
 
 
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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.
 
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 3.31(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 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.
 
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.
 
Rule 144A”:  Rule 144A under the Act.
 
Rule 144A Global Certificates”:  As defined in Section 5.02(c)(ii) of this Agreement.
 
S&P”:  Standard & Poor’s Ratings Services, and its successors in interest.  If neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
 
 
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Administrator, the Master Servicer and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
Sarbanes-Oxley Certification”:  As defined in Section 10.04 of this Agreement.
 
Scheduled Principal Distribution Amount”:  For any Distribution Date will be equal to the sum, without duplication, of:
 
(A)           the principal component of all scheduled Monthly Payments and Balloon Payments which became due on the related Due Date in the related Collection Period (if received by the Master Servicer by the Business Day prior to the 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, net of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.
 
Sequential Pay Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, collectively.
 
Service(s)” or “Servicing”:  In accordance with Regulation AB, the act of servicing and 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.
 
Servicer”:  As defined in Section 10.01(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.
 
 
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Servicing Fee”:  With respect to each Mortgage Loan or Companion Loan (including if it is or is part of a Specially Serviced Loan) 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 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 Whole Loan is computed and shall be prorated for partial periods.
 
For the avoidance of doubt, notwithstanding Section 3.05 or Section 3.12, the Servicing Fee shall be payable from the Lower-Tier REMIC.
 
Servicing Fee Rate”:  With respect to each Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the per annum rate set forth on the Mortgage Loan Schedule; with respect to the Empire Hotel & Retail Companion Loan (or any successor REO Companion Loan with respect thereto), 0.01% per annum; and, with respect to the National Harbor Companion Loan (or any successor REO Companion Loan with respect thereto), 0.01% 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.
 
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 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.
 
 
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Servicing Standard”:  With respect to the Master Servicer or the Special Servicer, to service and administer the Mortgage Loans, the Whole 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 trustee for Certificateholders or, with respect to each Whole Loan, on behalf of the Certificateholders and the Companion Loan Holder, as a collective whole as if such Certificateholders or, with respect to the Whole Loan, such Certificateholders and the Companion Loan Holder, constituted a single lender) 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, 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 Mortgage Loan or Whole Loan; (ii) with a view to:  the timely recovery of all payments of principal and interest, including Balloon Payments, under the Mortgage Loans and Whole Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Whole Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on the Mortgage Loan to the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (or, if any Companion Loan is involved, with a view to the maximization of recovery on the related Whole Loan to the Certificateholders and the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender)) 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 Whole Loan, 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.
 
Servicing Transfer Event”:  With respect to any Mortgage Loan or any Whole Loan, the occurrence of any of the events described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”
 
 
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Significant Obligor”:  Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to the Trust.
 
Similar Law”:  As defined in Section 5.03(m) of this Agreement.
 
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”:  LNR Partners, LLC, a Florida limited liability company or its successor in interest, or any successor Special Servicer appointed as provided herein.
 
Special Servicer Decision”:  Collectively:
 
(a)           approving leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area related Mortgaged Property;
 
(b)           approving any waiver regarding the receipt of financial statements (other than immaterial timing waivers);
 
(c)           approving annual budgets for the related Mortgaged Property with material increases in operating expenses or payments to affiliates of the related borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);
 
(d)           approving material easements; and
 
(e)           agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Whole Loan in connection with a defeasance.
 
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 Mortgage Loan, Whole Loan or REO Property, 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 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 such 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 Mortgage Loan, Companion Loan or Whole Loan, as applicable, is computed and shall be prorated for partial
 
 
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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, 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 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 Loan or REO Property.
 
Specially Serviced Loan”:  Any Mortgage Loan or Whole Loan (including an REO Mortgage Loan and, if applicable, an 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):
 
(i)             except in the case of a Balloon Mortgage 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 Mortgage Loan or Whole Loan delinquent with respect to the Balloon Payment as to which the related Mortgagor delivered 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);
 
(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 Controlling Class Representative (unless a Control Termination Event has occurred and is continuing) materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Whole Loan, the interests of the Certificateholders or the related Companion Loan Holder in the Whole Loan), and (ii) continues unremedied for the applicable grace period under the terms of the Mortgage Loan or Whole 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 related Mortgage Loan or Whole 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
 
 
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the Mortgage Loan (or, in the case of any Whole Loan, the Certificateholders or the related Companion Loan Holder in the Whole Loan); or
 
(c)           the Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing)) that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Whole Loan is reasonably foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Whole Loan, the interests of the Certificateholders or any related Companion Loan Holder in the Whole Loan), and (iii) the default is likely to continue unremedied for the applicable grace period under the terms of such Mortgage Loan or Whole 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 related Mortgage Loan or Whole Loan 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
 
(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 Mortgage Loan or Whole Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Mortgage Loan or Whole 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 Mortgage Loan or Whole 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
 
 
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under the terms of such Mortgage Loan or Whole 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;
 
(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 Mortgage Loan’s becoming a Specially Serviced Loan.  If any Mortgage Loan that is part of a Whole Loan becomes a Specially Serviced Loan, then the related Companion Loan shall also become a Specially Serviced Loan.  If the Companion Loan that is included in a Whole Loan becomes a Specially Serviced Loan, then the related Mortgage Loan that is part of such Whole Loan shall also become a Specially Serviced Loan.
 
Sponsor”:  Each of Five Mile, GSMC, CGMRC and AMF, 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) the principal portion of each Monthly Payment due on such Mortgage Loan after the Cut-Off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution), if received by the Trust or advanced by the Master Servicer or the Trustee 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 Mortgage Loan for a Distribution Date on or before such date of determination and (iii) any adjustment thereto 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
 
 
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Mortgage Loan as of the Determination Date for the most recent Distribution Date occurring on or before such date of determination.  The Stated Principal Balance of a Companion Loan (other than an REO Companion Loan), as of any date of determination, shall equal (a) the principal balance of such Companion Loan as of the Cut-off Date, minus (b) the sum of (i) the principal portion of each Monthly Payment due on such Companion Loan after the Cut-Off Date, if received by the related 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 Companion Loan for a Distribution Date on or before such date of determination and (iii) any adjustment thereto 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 Companion Loan as of the Determination Date for the most recent Distribution Date occurring on or before such date of determination.  The Stated Principal Balance of a Mortgage Loan or Companion Loan with respect to which title to the related Mortgaged Property has been acquired by the Trust Fund or Companion Loan Holder, as applicable, 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 or REO Companion Loan for a Distribution Date on or before such date of determination.  The Stated Principal Balance of a Whole Loan (including an REO Whole Loan), 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 Companion Loan (including an REO Mortgage Loan).  For purposes of this definition, if remittances are made to a Companion Loan Holder on any day of the month other than the Distribution Date in such month, then 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 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.
 
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 a substantial portion of the material servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or an Additional Servicer under this
 
 
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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;
 
(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;
 
 
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(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 Whole Loan, in which case the information required by clauses (xiv), (xv) and (xvi) above shall also be set forth for the Companion Loan in such Whole Loan.
 
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 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, 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.
 
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.
 
 
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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 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 Whole Loan, 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 Whole Loan, 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 Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO 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 AMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of this Agreement; (xi) the Interest Deposit Amount and (xii) 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”:  U.S. Bank National Association, a national banking association, in its capacity as trustee, or its successor in interest, or any successor trustee appointed as herein provided.
 
Trustee 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
 
 
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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 0.0043% per annum.
 
Underwriters”:  Goldman, Sachs & Co., Citigroup Global Markets Inc., Barclays Capital Inc. and Wells Fargo Securities 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 Companion Loans (including the REO Mortgage Loans and REO Companion Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans and Companion Loans during the applicable Prepayment Period 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 Companion Loans and any REO Properties during the applicable Prepayment Period, 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 shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10, 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.
 
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.
 
 
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U.S. Person”:  A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence as of August 20, 1996 that have elected to be treated as U.S. Persons).
 
Voting Rights”:  The portion of the voting rights of all of the Certificates that is allocated to any 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 R Certificates, (b) 1% in the aggregate to the Class X-A and Class X-B 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 Sequential Pay Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the aggregate outstanding Certificate Principal Amount of such Class and the denominator of which is equal to the aggregate outstanding Certificate Principal Amounts of all Classes of Sequential Pay Certificates (or, if with respect to a vote of Non-Reduced Certificates, the Non-Reduced Certificates).  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 Loan 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.
 
Whole Loan”:  Any of the Empire Hotel & Retail Whole Loan and the National Harbor Whole Loan (and shall include any respective successor REO Whole Loan).
 
Whole Loan Custodial Account”:  With respect to any Whole Loan, 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 Whole Loan, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2013-GC10, and the related Companion Loan Holder, as their interests may appear.”
 
Whole Loan Special Servicer”:  Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Whole Loan or any related REO Property.
 
 
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Withheld Amounts”:  As defined in Section 3.23 of this Agreement.
 
Workout-Delayed Reimbursement Amounts”:  With respect to any Mortgage Loan or Whole Loan, the amount of any Advance made with respect to such Mortgage Loan or Whole Loan on or before the date such Mortgage Loan or Whole 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 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 Whole Loan becomes a Corrected Mortgage 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 Mortgage Loan equal to the Workout Fee Rate applied to each collection of interest and principal (other than any amount for which a Liquidation Fee is paid) received on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided that no Workout Fee shall be payable by the Trust with respect to a Corrected Mortgage Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced Loan” (and no other clause thereof) and no mortgage loan event of default actually occurs, unless the Mortgage Loan or Whole Loan is modified by the Special Servicer in accordance with the terms hereof; provided, further that if a Mortgage Loan or Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within 60 days following the related maturity date in connection with the full and final payoff or refinancing of the related Mortgage Loan or Whole Loan, 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 Mortgage Loan shall be reduced by any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to such Mortgage Loan or Whole Loan 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.
 
Workout Fee Rate”:  A rate of (a) 1.0% with respect to any Corrected Mortgage Loan, or (b) 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 on any Mortgage Loan (or Whole Loan, if applicable) from the date such Mortgage Loan (or Whole Loan, if applicable) becomes a Corrected Mortgage 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 on such Mortgage Loan (or Whole Loan, if applicable) from the date such Mortgage Loan (or Whole Loan, if applicable) becomes a Corrected Mortgage Loan through and including the then-related maturity date.
 
 
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Yield Maintenance Charge”:  With respect to any Mortgage Loan or Companion Loan, the yield maintenance charge or prepayment premium, if any, payable under the related Note in connection with certain prepayments.
 
YM Groups”:  As defined in Section 4.01(c) of this Agreement.
 
YM Group A”:  As defined in Section 4.01(c) of this Agreement.
 
YM Group B”:  As defined in Section 4.01(c) of this Agreement.
 
Section 1.02 Certain CalculationsUnless 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 Sequential Pay Certificates 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 Sequential Pay Certificates 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 on the date such payment is actually received by the Master Servicer; 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 accordance with the express provisions of the related Loan Documents and intercreditor 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;
 
 
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(ii)           as a recovery of Nonrecoverable Advances and any interest thereon to the extent previously reimbursed from principal collections with respect to such Mortgage Loan;
 
(iii)          to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Loan 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, 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;
 
(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 or 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 (if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating Advisor Consulting Fees); and
 
 
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(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 Whole Loan 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 Whole Loan in the manner permitted by such REMIC Provisions.
 
(e)           Collections by or on behalf of the Trust in respect of the REO Property for any REO Mortgage Loan (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property (and, if applicable, except as expressly set forth in the related Co-Lender Agreement)) shall be deemed allocated for purposes of collecting amounts due under the related 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 Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with respect to the related REO Mortgage Loan;
 
(iii)          to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on the related REO Mortgage Loan at the related Mortgage Loan Rate to, but not including, the Due Date in the Collection Period in which such collections were received, over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for 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 pursuant to clauses (v) below or clause (d)(v) above on earlier dates);
 
(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
 
 
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of accrued and unpaid interest pursuant to this clause (v) or clause (d)(v) above on earlier dates);
 
(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 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 (if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating Advisor Consulting Fees).
 
(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 Companion Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation Rate.
 
 
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Section 1.03 Certain Constructions.  For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates; 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, Class A-5 and Class A-AB Certificates are the only Classes of Sequential Pay Certificates outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class X-A Certificates together will be treated as the most subordinate Class of Certificates.  For purposes of this Agreement, each Class of Regular Certificates 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.
 
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 GS Mortgage Securities Trust 2013-GC10, 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 AMC Guaranty, (iv) the Co-Lender Agreements 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 (including any Initial Interest Shortfall Deposits) 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).  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, the Depositor shall make a cash deposit to the Distribution Account in an amount equal to the aggregate Interest Deposit Amount.  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 Certificate Administrator), on or before the Closing Date, the Mortgage File for each Mortgage
 
 
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Loan, with copies to be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer and the Special 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 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, 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 Trust (in care of the Master Servicer) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust 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 Trust 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.  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 Trust 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 Trust.
 
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, in the case of GSMC and AMF, shall cause the Custodian 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” and, with respect to any Mortgage Loan to which the Custodian has agreed to record and file such documents, the Custodian shall promptly undertake to record or file any such document upon its receipt thereof.
 
 
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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, 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 Custodian shall obtain therefrom 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.
 
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, 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, all documents and records that (A) relate to the servicing and administration of the Mortgage Loans or any related Companion Loans, (B) are part of the Servicing File and (C) are in possession or under control of the applicable Mortgage Loan Seller, together with all unapplied Escrow Payments in the possession of the applicable Mortgage Loan Seller that relate to such Mortgage Loans or any related Companion Loans, provided that any document, record or item referred to above in clause (B) of this sentence that constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; 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.  In addition, attached as Exhibit P to this Agreement is the Supplemental Servicer Schedule.  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 Companion Loan, on behalf of and for the benefit of the applicable Companion Loan Holder).
 
 
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(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 Whole Loans, shall also hold the related Mortgage File for the use and benefit of the Companion Loan Holders.
 
(g)           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 Companion Loan Holders pursuant to Section 2.01(f) of this Agreement.  With respect to each Whole Loan, the Custodian shall also hold the portion of such Mortgage File that relates to the Companion Loan in such Whole Loan in trust for the use and benefit of the related Companion Loan Holder.  In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller and each Underwriter that, as to each Mortgage Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian on its behalf, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it or the Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian on its behalf 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 material 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
 
 
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Seller and each Underwriter (and upon request, in the case of a Whole Loan, to the related 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):  (i) all documents specified in clauses (1), (2), (3), (4), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) 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 it or the Custodian with respect to such Mortgage Loan have been reviewed by it or the Custodian on its behalf 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.  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 Companion Loan Holder and any Underwriter 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), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” have 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
 
 
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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 Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each of the Rating Agencies (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, 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 (including through a written notice given by the Master Servicer or the Special Servicer, as provided above), the Trustee shall require the applicable Mortgage Loan Seller (with, in the case of the Mortgage Loans sold to the Depositor by AMF, simultaneous notice to AMC, as guarantor of certain of AMF’s obligations under to the AMF Loan Purchase Agreement, pursuant to the AMC 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 Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material Document Defect or Material Breach), 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 (i) repurchase the affected Mortgage Loan or any related REO Property at the
 
 
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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 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 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 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.
 
 
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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 Consultation Termination Event), any Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each of the Rating Agencies (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 unless it is the party that notified the Special Servicer thereof, the Certificate Administrator.
 
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 “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 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 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 GS Mortgage Securities Trust 2013-GC10 Commercial Mortgage Pass Through Certificates, Series 2013-GC10, 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
 
 
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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 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines.  Each Loan Purchase Agreement will provide that (i) any 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 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 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 15Ga-1 Notice.
 
On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement and the AMC 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 escrows 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
 
 
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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 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 AMC Guaranty, provide the sole remedies available to the Certificateholders, or the Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.  For purposes of this Agreement, the purchase or replacement by AMC pursuant to the AMC Guaranty of any Mortgage Loan for which AMF is the related Mortgage Loan Seller shall be deemed a purchase or replacement by AMF.
 
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 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
 
 
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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 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 certificate of incorporation or by-laws 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
 
 
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free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.
 
(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 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 Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a 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 the Trustee, for its own benefit and the benefit of the Certificateholders and the Companion Loan Holders, and to 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 the jurisdiction in which each 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
 
 
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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, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
 
(v)          The Master Servicer is not in 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 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; 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.
 
(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 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 Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.
 
 
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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 Companion Loan Holders, and to and with the Depositor and the Master Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:
 
(i)           The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of the jurisdiction in which each 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, operating agreement 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 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
 
 
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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 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; 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 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 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 Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.
 
Section 2.07 Representations and Warranties of the Trustee.
 
(a)           The Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the 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 Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Trustee
 
 
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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
 
(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.
 
 
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(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 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 Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a 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 Depositor, for the benefit of the Certificateholders and the 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 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
 
 
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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 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 Companion Loan Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a 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 Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:
 
(i)           The Operating Advisor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Georgia; and the Operating Advisor is in compliance with the laws of the jurisdiction in which each Mortgaged Property is located to the extent necessary to perform its obligations und