Mortgage

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer, RIALTO CAPITAL ADVISORS, LLC, Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor, WELLS FARGO BANK, NATIONAL ...

Exhibit 4.1
 
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Master Servicer,
 
RIALTO CAPITAL ADVISORS, LLC,
Special Servicer,
 
PARK BRIDGE LENDER SERVICES LLC,
Operating Advisor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Certificate Administrator,
 
and
 
WILMINGTON TRUST, NATIONAL ASSOCIATION,
Trustee
 
     
 
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2015
 
     
 
Commercial Mortgage Pass-Through Certificates
Series 2015-C2

 
 

 
 
 
TABLE OF CONTENTS
   
       
     
Page
       
 
ARTICLE I
   
       
 
DEFINITIONS
   
       
Section 1.01
Defined Terms
 
4
Section 1.02
Certain Calculations
 
105
Section 1.03
Certain Constructions
 
109
       
 
ARTICLE II
   
       
 
CONVEYANCE OF MORTGAGE LOANS;
   
 
ORIGINAL ISSUANCE OF CERTIFICATES
   
       
Section 2.01
Conveyance of Mortgage Loans
 
110
Section 2.02
Acceptance by the Trustee, the Custodian and the Certificate Administrator
 
114
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
 
115
Section 2.04
Representations and Warranties of the Depositor
 
120
Section 2.05
Representations, Warranties and Covenants of the Master Servicer
 
122
Section 2.06
Representations, Warranties and Covenants of the Special Servicer
 
124
Section 2.07
Representations and Warranties of the Trustee
 
126
Section 2.08
Representations and Warranties of the Certificate Administrator
 
127
Section 2.09
Representations, Warranties and Covenants of the Operating Advisor
 
128
Section 2.10
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests
 
130
Section 2.11
Miscellaneous REMIC and Grantor Trust Provisions
 
130
       
 
ARTICLE III
   
       
 
ADMINISTRATION AND SERVICING
   
 
OF THE MORTGAGE LOANS
   
       
Section 3.01
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Non-Serviced Mortgage Loans
 
131
Section 3.02
Liability of the Master Servicer
 
141
Section 3.03
Collection of Certain Mortgage Loan Payments
 
142
Section 3.04
Collection of Taxes, Assessments and Similar Items; Escrow Accounts
 
143
Section 3.05
Collection Account; Distribution Accounts; Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account
 
146
Section 3.05A
Serviced Whole Loan Custodial Account
 
149
 
 
-i-

 
 
Section 3.06
Permitted Withdrawals from the Collection Account
 
151
Section 3.06A
Permitted Withdrawals from the Serviced Whole Loan Custodial Account
 
156
Section 3.07
Investment of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts
 
160
Section 3.08
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
 
162
Section 3.09
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions
 
167
Section 3.10
Appraisal Reductions; Realization Upon Defaulted Mortgage Loans
 
173
Section 3.11
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
 
178
Section 3.12
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation
 
179
Section 3.13
Compensating Interest Payments
 
185
Section 3.14
Application of Penalty Charges and Modification Fees
 
186
Section 3.15
Access to Certain Documentation
 
187
Section 3.16
Title and Management of REO Properties
 
189
Section 3.17
Sale of Defaulted Mortgage Loans and REO Properties; Sale of Non-Serviced Mortgage Loans
 
193
Section 3.18
Additional Obligations of the Master Servicer; Inspections Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder
 
200
Section 3.19
Lockbox Accounts, Escrow Accounts
 
201
Section 3.20
Property Advances
 
201
Section 3.21
Appointment of Special Servicer; Asset Status Reports
 
206
Section 3.22
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
 
210
Section 3.23
Interest Reserve Account
 
211
Section 3.24
Modifications, Waivers and Amendments
 
211
Section 3.25
Additional Obligations with Respect to Certain Mortgage Loans
 
216
Section 3.26
Additional Matters Regarding Advance Reimbursement
 
216
Section 3.27
Companion Loan Co-Lender Matters
 
218
Section 3.28
Appointment and Duties of the Operating Advisor
 
222
Section 3.29
Rating Agency Confirmation
 
226
Section 3.30
Certain Matters Relating to the Non-Serviced Mortgage Loans
 
229
Section 3.31
General Acknowledgement Regarding Companion Loan Holders
 
230
Section 3.32
Litigation Control
 
230
       
 
ARTICLE IV
   
       
 
DISTRIBUTIONS TO CERTIFICATEHOLDERS
   
       
Section 4.01
Distributions
 
234
 
 
-ii-

 
 
Section 4.02
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer
 
242
Section 4.03
Compliance with Withholding Requirements
 
254
Section 4.04
REMIC Compliance
 
255
Section 4.05
Imposition of Tax on the Trust REMICs
 
257
Section 4.06
Remittances; P&I Advances
 
258
Section 4.07
Grantor Trust Reporting
 
262
       
 
ARTICLE V
   
       
 
THE CERTIFICATES
   
       
Section 5.01
The Certificates
 
264
Section 5.02
Form and Registration
 
265
Section 5.03
Registration, Transfer and Exchange of Certificates
 
267
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates
 
274
Section 5.05
Persons Deemed Owners
 
275
Section 5.06
Appointment of Paying Agent
 
275
Section 5.07
Access to Certificateholders’ Names and Addresses; Special Notices
 
275
Section 5.08
Actions of Certificateholders
 
276
Section 5.09
Authenticating Agent
 
277
Section 5.10
Appointment of Custodian
 
277
Section 5.11
Maintenance of Office or Agency
 
278
       
 
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
 
278
Section 6.02
Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor
 
279
Section 6.03
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others
 
280
Section 6.04
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor
 
282
Section 6.05
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer
 
283
Section 6.06
Master Servicer, Special Servicer as Owner of a Certificate
 
284
Section 6.07
Rating Agency Fees
 
285
Section 6.08
Termination of the Special Servicer Without Cause
 
285
Section 6.09
The Controlling Class Representative
 
289
 
 
-iii-

 
 
 
ARTICLE VII
   
       
 
DEFAULT
   
       
Section 7.01
Servicer Termination Events
 
295
Section 7.02
Trustee to Act; Appointment of Successor
 
301
Section 7.03
Notification to Certificateholders
 
303
Section 7.04
Other Remedies of Trustee
 
303
Section 7.05
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination
 
303
Section 7.06
Termination of the Operating Advisor
 
305
       
 
ARTICLE VIII
   
       
 
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
   
       
Section 8.01
Duties of the Trustee and the Certificate Administrator
 
308
Section 8.02
Certain Matters Affecting the Trustee and the Certificate Administrator
 
311
Section 8.03
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans
 
314
Section 8.04
Trustee and Certificate Administrator May Own Certificates
 
315
Section 8.05
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification
 
315
Section 8.06
Eligibility Requirements for the Trustee and the Certificate Administrator
 
318
Section 8.07
Resignation and Removal of the Trustee or the Certificate Administrator
 
319
Section 8.08
Successor Trustee or Successor Certificate Administrator
 
321
Section 8.09
Merger or Consolidation of the Trustee or the Certificate Administrator
 
322
Section 8.10
Appointment of Co-Trustee or Separate Trustee
 
322
Section 8.11
Access to Certain Information
 
323
Section 8.12
Compliance with the Patriot Act
 
325
       
 
ARTICLE IX
   
       
 
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
   
       
Section 9.01
Termination; Optional Mortgage Loan Purchase
 
326
       
 
ARTICLE X
   
       
 
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
   
       
Section 10.01
Intent of the Parties; Reasonableness
 
330
Section 10.02
Filing Obligations
 
332
Section 10.03
Form 10-D Filings
 
333
Section 10.04
Form 10-K Filings
 
335
Section 10.05
Sarbanes-Oxley Certification
 
338
 
 
-iv-

 
 
Section 10.06
Form 8-K Filings
 
339
Section 10.07
Annual Compliance Statements
 
341
Section 10.08
Annual Reports on Assessment of Compliance with Servicing Criteria
 
342
Section 10.09
Annual Independent Public Accountants’ Servicing Report
 
344
Section 10.10
Significant Obligors
 
345
Section 10.11
Indemnification
 
346
Section 10.12
Amendments
 
348
Section 10.13
Regulation AB Notices
 
348
Section 10.14
Termination of the Certificate Administrator
 
348
Section 10.15
Termination of the Master Servicer or the Special Servicer
 
349
Section 10.16
Termination of Sub-Servicing Agreements
 
349
Section 10.17
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan
 
350
Section 10.18
Termination of Exchange Act Filings with Respect to the Trust
 
352
       
 
ARTICLE XI
   
       
 
MISCELLANEOUS PROVISIONS
   
       
Section 11.01
Counterparts
 
352
Section 11.02
Limitation on Rights of Certificateholders
 
352
Section 11.03
Governing Law
 
353
Section 11.04
Notices
 
353
Section 11.05
Severability of Provisions
 
356
Section 11.06
Notice to the Rule 17g-5 Information Provider, the Depositor and Each Rating Agency
 
356
Section 11.07
Amendment
 
358
Section 11.08
Confirmation of Intent
 
361
Section 11.09
Third-Party Beneficiaries
 
362
Section 11.10
Request by Certificateholders or Companion Loan Holders
 
362
Section 11.11
Waiver of Jury Trial
 
362
Section 11.12
Submission to Jurisdiction
 
362
Section 11.13
Exchange Act Rule 17g-5 Procedures
 
363
Section 11.14
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements
 
368
 
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-SB Certificate
Exhibit A-6
Form of Class X-A Certificate
Exhibit A-7
Form of Class X-B Certificate
Exhibit A-8
Form of Class X-E Certificate
Exhibit A-9
Form of Class X-F Certificate
 
 
-v-

 
 
Exhibit A-10
Form of Class X-NR Certificate
Exhibit A-11
Form of Class A-S Certificate
Exhibit A-12
Form of Class B Certificate
Exhibit A-13
Form of Class C Certificate
Exhibit A-14
Form of Class D Certificate
Exhibit A-15
Form of Class E Certificate
Exhibit A-16
Form of Class F Certificate
Exhibit A-17
Form of Class NR Certificate
Exhibit A-18
Form of Class R Certificate
Exhibit A-19
Form of Class Z Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Request for Release
Exhibit D
Form of Distribution Date Statement
Exhibit E
Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
Exhibit F
Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
Exhibit G
Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
Exhibit H
Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
Exhibit I
Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
Exhibit J
Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
Exhibit K
Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
Exhibit L-1
Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
Exhibit L-2
Form of Transferor Letter
Exhibit L-3
Form of Transferee Letter
Exhibit L-4
Form of Investment Representation Letter
Exhibit M-1
Form of Investor Certification for Obtaining Information and Notices (for parties other than the Controlling Class Representative and Controlling Class Certificateholder)
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 M-5
Form of NRSRO Certification
Exhibit N
Custodian Certification
Exhibit O
Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit P
Supplemental Servicer Schedule
Exhibit Q
[Reserved]
Exhibit R
Form of Operating Advisor Annual Report
Exhibit S
Sub-Servicing Agreements
Exhibit T
Form of Recommendation of Special Servicer Termination
 
 
-vi-

 
 
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-SB Scheduled Principal Balance
Exhibit CC-1
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit CC-2
Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit DD
Form of Notice and Certification Regarding Defeasance of Mortgage Loan
Exhibit EE
Form of Notice Regarding Non-Serviced Mortgage Loan
Exhibit FF
Mortgage Loans with Escrows, Reserves, Holdbacks and Related Letters of Credit Exceeding 10% of the Initial Principal Balance
Exhibit GG
Form of Notice Regarding Mezzanine Loan Default
Exhibit HH
Mortgage Loans as to Which a Note Register is to be Maintained

 
-vii-

 
 
Pooling and Servicing Agreement, dated as of May 1, 2015, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington Trust, 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 (other than the Excess Interest, the Excess Interest Distribution Amount and the proceeds thereof) 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”, respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class X-A, Class X-B, Class X-E, Class X-F and Class X-NR 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-SB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR 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 both 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”), the aggregate initial principal balance (the “Original Certificate Principal Balance”) or, in the case of the Class X-A, Class X-B, Class X-E, Class X-F and Class X-NR Certificates, notional amount (the “Original Notional Amount”), as applicable, and the initial ratings given each Class by the Rating Agencies (the “Original Ratings”) 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
Balance / Original
Notional Amount
 
 
Original Ratings
Moody’s/DBRS/KBRA/
Morningstar(1)
 
Class A-1
  1.4544 %   $ 64,150,000    
Aaa(sf)/AAA(sf)/AAA(sf)/AAA
 
Class A-2
  2.8505 %   $ 30,615,000    
Aaa(sf)/AAA(sf)/AAA(sf)/AAA
 
Class A-3
  3.2312 %   $ 300,000,000    
Aaa(sf)/AAA(sf)/AAA(sf)/AAA
 
Class A-4
  3.5040 %   $ 470,236,000    
Aaa(sf)/AAA(sf)/AAA(sf)/AAA
 
Class A-SB
  3.2241 %   $ 101,489,000    
Aaa(sf)/AAA(sf)/AAA(sf)/AAA
 
Class X-A
  1.0546 %   $ 1,082,234,000 (3)  
Aa1(sf)/AAA(sf)/AAA(sf)/AAA
 
Class X-B
  0.1457 %   $ 82,732,000 (3)  
NR/AAA(sf)/AAA(sf)/AAA
 
Class X-E
  1.1286 %   $ 36,243,000 (3)  
NR/AAA(sf)/BB-(sf)/AAA
 
Class X-F
  1.1286 %   $ 18,985,000 (3)  
NR/AAA(sf)/B(sf)/AAA
 
Class X-NR
  1.1286 %   $ 48,325,089 (3)  
NR/AAA(sf)/NR/AAA
 
Class A-S
  3.8490 %   $ 115,744,000    
Aa2(sf)/AAA(sf)/AAA(sf)/AAA
 
Class B
  4.2079 %   $ 82,732,000    
NR/AA(low)(sf)/AA-(sf)/AA-
 
Class C
  4.3536 %   $ 55,228,000    
NR/A(low)(sf)/A-(sf)/A-
 
Class D
  4.3536 %   $ 56,954,000    
NR/BBB(low)(sf)/BBB-(sf)/BBB-
 
Class E
  3.2250 %   $ 36,243,000    
NR/BB(low)(sf)/BB-(sf)/BB-
 
Class F
  3.2250 %   $ 18,985,000    
NR/B(sf)/B(sf)/B
 
Class NR
  3.2250 %   $ 48,325,089    
NR/NR/NR/NR
 
Class R(4)
  N/A       N/A    
NR/NR/NR/NR
 
 

(1)
The Certificates marked with “NR” have not been rated by the applicable Rating Agency.
 
(2)
The Class X-A Pass-Through Rate is variable and, for each Distribution Date, will equal the weighted average of the Class X Strip Rates for the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components immediately prior to such Distribution Date). The Class X-B Pass-Through Rate is variable and, for each Distribution Date, will equal the Class X Strip Rate for the Class B Component for such Distribution Date. The Class X-E Pass-Through Rate is variable and, for each Distribution Date, will equal the Class X Strip Rate for the Class E Component for such Distribution Date. The Class X-F Pass-Through Rate is variable and, for each Distribution Date, will equal the Class X Strip Rate for the Class F Component for such Distribution Date. The Class X-NR Pass-Through Rate is variable and, for each Distribution Date, will equal the Class X Strip Rate for the Class NR Component for such Distribution Date.
 
(3)
The Class X-A, Class X-B, Class X-E, Class X-F and Class X-NR Certificates will not have Certificate Principal Balances; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.
 
(4)
The Class R Certificates do not have a Certificate Principal Balance or Notional Amount, do 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 Holders of the Regular Certificates, will be distributed to the Holders of the Class R Certificates.
 
LOWER-TIER REMIC
 
The following table sets forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) and its original Lower-Tier Principal Balance, the corresponding component of the Class X Certificates (the
 
 
-2-

 
 
Corresponding Component”) and the Original Certificate Principal Balance for each Class of Regular Certificates (other than the Class X Certificates). Each Class of Regular Certificates (other than the Class X Certificates) constitutes the “Corresponding Certificates” with respect to that Class’ Corresponding Lower Tier Regular Interest and Corresponding Component.
 
Class Designation
  Original
Certificate Principal
Balance
 
 
Corresponding
Lower-Tier Regular
Interest(1)(2)
  Original Lower-Tier
Principal Balance
 
Corresponding
Component(2)
Class A-1
    $ 64,150,000    
LA-1
    $ 64,150,000    
Class A-1
Class A-2
    $ 30,615,000    
LA-2
    $ 30,615,000    
Class A-2
Class A-3
    $ 300,000,000    
LA-3
    $ 300,000,000    
Class A-3
Class A-4
    $ 470,236,000    
LA-4
    $ 470,236,000    
Class A-4
Class A-SB
    $ 101,489,000    
LA-A-SB
    $ 101,489,000    
Class A-SB
Class A-S
    $ 115,744,000    
LA-A-S
    $ 115,744,000    
Class A-S
Class B
    $ 82,732,000    
LB
    $ 82,732,000    
Class B
Class C
    $ 55,228,000    
LC
    $ 55,228,000     N/A
Class D
    $ 56,954,000    
LD
    $ 56,954,000     N/A
Class E
    $ 36,243,000    
LE
    $ 36,243,000    
Class E
Class F
    $ 18,985,000    
LF
    $ 18,985,000    
Class F
Class NR
    $ 48,325,089    
LNR
    $ 48,325,089    
Class NR
 

(1)
The interest rate of each Lower-Tier Regular Interest is the WAC Rate.
 
(2)
The Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to any Class of Regular Certificates (exclusive of the Class X Certificates) are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other.
 
The Certificate Principal Balance of any Class of Principal Balance Certificates outstanding at any time represents the maximum amount which holders thereof are then 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 Principal Balance Certificates in reduction of the Certificate Principal Balance thereof are recovered subsequent to the reduction of the Certificate Principal Balance 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 $1,380,701,089.
 
GRANTOR TRUST
 
The portions of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. The Class Z Certificates shall represent undivided beneficial interests in the Class Z Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of either Trust REMIC.
 
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:
 
 
-3-

 
 
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.
 
9200 & 9220 Sunset Co-Lender Agreement”: With respect to the 9200 & 9220 Sunset Whole Loan, the related co-lender agreement, dated as of March 20, 2015, by and between the holder of the 9200 & 9220 Sunset Mortgage Loan and the 9200 & 9220 Sunset Companion Loan Holders, relating to the relative rights of the holder of the 9200 & 9220 Sunset Mortgage Loan and the 9200 & 9220 Sunset Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
9200 & 9220 Sunset Companion Loan”: With respect to the 9200 & 9220 Sunset Whole Loan, the related promissory notes made by the related Mortgagor and secured by the 9200 & 9220 Sunset Mortgage and designated as Note A-2 (the “9200 & 9220 Sunset Lead Securitization Companion Loan”) and Note A-3. The 9200 & 9220 Sunset promissory notes designated as A-2 and A-3 are pro rata and pari passu in right of payment with each other 9200 & 9220 Sunset Companion Loan and the 9200 & 9220 Sunset Mortgage Loan to the extent set forth in the related Mortgage Loan Documents and as provided in the 9200 & 9220 Sunset Co-Lender Agreement.
 
9200 & 9220 Sunset Companion Loan Holder”: A holder of a 9200 & 9220 Sunset Companion Loan.
 
9200 & 9220 Sunset Mortgage”: The Mortgage securing the 9200 & 9220 Sunset Mortgage Loan and the 9200 & 9220 Sunset Companion Loans.
 
9200 & 9220 Sunset Mortgage Loan”: With respect to the 9200 & 9220 Sunset Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as 9200 & 9220 Sunset, which is evidenced by promissory note A-1. The 9200 & 9220 Sunset Mortgage Loan will be a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the COMM 2015-CCRE23 Pooling and Servicing Agreement.
 
9200 & 9220 Sunset Whole Loan”: The 9200 & 9220 Sunset Mortgage Loan, together with the 9200 & 9220 Sunset Companion Loans, each of which is secured by the 9200 & 9220 Sunset Mortgage. References herein to the 9200 & 9220 Sunset Whole Loan shall be construed to refer to the aggregate indebtedness secured under the 9200 & 9220 Sunset Mortgage.
 
 
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 “AB Whole Loan”: The Soho-Tribeca Grand Hotel Portfolio Whole Loan (and shall include any respective successor REO Mortgage Loan or respective successor REO Companion Loans).
 
Acceptable Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any Default arising when the related Mortgage 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.
 
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, an Other Master Servicer, an Other Special Servicer and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer or the Certificate
 
 
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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 that is not covered by a Property Advance and for which there is no corresponding collection from a Mortgagor.
 
Administrative Cost Rate”: With respect to any Mortgage Loan, as of any date of determination, a rate equal to the sum of the CREFC® Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate and the Trustee/Certificate Administrator Fee Rate. In addition, the Administrative Cost Rate for a Serviced Companion Loan will be equal to the Servicing Fee Rate for such Serviced Companion Loan.
 
Advance”: Any P&I Advance or Property Advance.
 
Advance Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date. For the avoidance of doubt no grace period in respect of a particular Due Date with respect to any Mortgage Loan shall extend beyond the related Master Servicer Remittance Date.
 
Advance Rate”: A per annum rate equal to the Prime Rate, compounded annually.
 
Affected Reporting Party”: As defined in Section 10.11.
 
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
 
 
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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 use Confidential Information received from the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, in a manner that violates any applicable law including, but not limited to, any securities laws, and (2) that such Affiliate will not provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, information regarding its decisions relating to 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, except as such disclosure is expressly allowed under this Agreement in such affiliate’s capacity as a Controlling Class Certificateholder or a Controlling Class Representative or otherwise and (b) policies and procedures restricting the disclosure by such Affiliate of information regarding its decisions relating to Investments in Certificates 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 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, to the extent the use of such Confidential Information violates the securities laws; 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 reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
 
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AMO”: Anderson, McCoy & Orta, P.C.
 
Ancillary Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced 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 Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at its Revised Rate.
 
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 Patriot Act Laws”: As defined in Section 8.12 of this Agreement.
 
Applicable Monthly Payment”: For any Mortgage Loan with respect to any calendar month (including any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including with respect to the Non-Serviced Mortgage Loans)), 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 the Other Pooling and Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.
 
Applicant”: As defined in Section 5.07(a) of this Agreement.
 
Appraisal”: An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards and in accordance with FIRREA standards. The appraisal obtained by the Special Servicer will also be required to contain a statement, or be accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the FIRREA as in effect on the date such appraisal was obtained.
 
Appraisal Reduction Amount”: For any Distribution Date and for any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced Mortgage 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 Serviced 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 value of the related Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance)), minus such downward adjustments as the
 
 
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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 Serviced 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 (or Serviced Whole Loan, if applicable) at a per annum rate equal to its Mortgage Loan Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan(s) 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 (or Serviced Whole 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 Serviced 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 the Special Servicer reasonably requires 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 receipt 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 by the Special Servicer, however, the Appraisal Reduction Amount for such Mortgage Loan (or the related Serviced Whole Loan, if applicable) will be recalculated in accordance with this definition without regard to this sentence. With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event
 
 
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had occurred with respect to the related Mortgage Loan (or Serviced Whole Loan)) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event 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, that no new or updated Appraisal will be required if the Mortgage Loan, Serviced Whole 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 (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and, in the case of a Whole Loan, determined in accordance with the Co-Lender Agreement, and each of the Master Servicer and the Certificate Administrator shall be entitled to rely conclusively on such determination by the Special Servicer. Upon completion, 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 (other than a Non-Serviced Mortgage Loan) or Serviced 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 Serviced Whole Loan, but not including the Non-Serviced Mortgage Loans), as to which an Appraisal Reduction Event has occurred, such Mortgage Loan (or Serviced Whole Loan) shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan (or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan (or Serviced Whole Loan)) and such Mortgage Loan (or Serviced Whole Loan) becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.
 
Notwithstanding the foregoing, with respect to each Non-Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the pro rata portion of the “Appraisal Reduction Amount” relating to such Non-Serviced Whole Loan, and calculated pursuant to the applicable Other Pooling and Servicing Agreement by the applicable Other Master Servicer or Other Special Servicer (or the Non-Serviced Mortgage Loan’s pro rata share thereof). The parties hereto shall be entitled to rely on such calculations as reported to them by the applicable Other Special Servicer or Other Master Servicer. By their acceptance of their Certificates, the Certificateholders will be deemed to have acknowledged that each applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement taken together, provide that any such “Appraisal Reduction Amount” will be calculated by the applicable Other Special Servicer or Other Master Servicer under the applicable Other Pooling and Servicing Agreement.
 
 
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Appraisal Reduction Amounts with respect to a Serviced Whole Loan shall be allocated to the related Mortgage Loan and each related Pari Passu Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and each related Pari Passu Companion Loan; provided that Appraisal Reduction Amounts with respect to the AB Whole Loan shall be allocated first to the related Subordinate Companion Loan until the outstanding principal balance of the Subordinate Companion Loan has been reduced to zero, and then to the related Mortgage Loan and Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s).
 
Appraisal Reduction Event”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced Mortgage Loan), the earliest of (i) the date on which such Mortgage Loan (or Serviced Whole Loan) becomes a Modified Asset, (ii) the date on which such Mortgage Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any Monthly Payment, except for a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 60 days beyond the date on which that Balloon Payment was due (except as described in clause B below) or (B) if the related Mortgagor has delivered to the Master Servicer or Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) receipt of notice that the related Mortgagor has filed a bankruptcy petition or the date on which a receiver or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property, (vi) the 60th day after the date related Mortgagor is subject to an involuntary bankruptcy, insolvency or similar proceeding, which is not dismissed within those 60 days, or (vii) the date on which such Mortgage Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to also have occurred with respect to the related Serviced Companion Loan. If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan, then an Appraisal Reduction Event shall be deemed to also have occurred with respect to the related Mortgage Loan that is part of a Serviced Whole Loan. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Balance of all Classes of Principal Balance Certificates (other than the Class A 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. With respect to each Mortgaged Property securing a Non-Serviced Mortgage Loan,
 
 
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the appraised value allocable thereto, as determined pursuant to the applicable Other Pooling and Servicing Agreement.
 
Appraised-Out Class”: As defined in Section 3.10(a) of this Agreement.
 
Appraiser”: An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.
 
ARD Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and Revised Rate on the Mortgage Loan Schedule.
 
Asset Status Report”: As defined in Section 3.21(b) of this Agreement.
 
Assignment of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.
 
Assumption Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, any and all assumption fees of such Mortgage Loan (or Serviced Whole Loan, if applicable) for transactions effected under Section 3.09(a), Section 3.09(b) and Section 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including assumption application fees) actually paid by the related Mortgagor in accordance with the related Mortgage Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf of the Trust and the related Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.
 
Authenticating Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.
 
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):
 
(a)           the aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account, as of the close of business on the Business Day 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(a) of this Agreement or Serviced Whole Loan Custodial Account, exclusive of (without duplication):
 
 
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(i)          all scheduled Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods) that occurs 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)), Net Liquidation Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date (other than any remittances on the Non-Serviced Mortgage Loans or the Trust’s interest in any related REO Property contemplated by clause (b) of this definition);
 
(iii)        all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (viii), inclusive, of Section 3.06(a) of this Agreement;
 
(iv)        all Yield Maintenance Charges;
 
(v)         all Penalty Charges retained in the Collection Account pursuant to Section 3.14(a) of this Agreement;
 
(vi)        all amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error;
 
(vii)       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 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; and
 
(viii)      Excess Interest;
 
(b)          if and to the extent not already included in clause (a) of this definition, the aggregate amount transferred from any REO Account or Serviced Whole Loan Custodial Account to the Collection Account for such Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and all remittances received on the Non-Serviced Mortgage Loans or the Trust’s interest in any related REO Property in the month of such Distribution Date, in each case to the extent that such transfer is made or such remittances are received, as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date;
 
 
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(c)           the aggregate amount of any Compensating Interest Payments made by the Master Servicer and P&I Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already deducted from Available Funds pursuant to clause (a)(iii) of this definition); and
 
(d)           for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.
 
Notwithstanding the investment of funds held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.
 
Balloon 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.
 
Bancorp”: The Bancorp Bank, a Delaware state-chartered bank, and its successors in interest.
 
Bancorp Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of May 1, 2015, by and between Bancorp and the Depositor.
 
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-SB, 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 Mortgage 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 Mortgage 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 Mortgage 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 Mortgage Loan Documents); provided, however, that under no circumstances shall the Base
 
 
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Interest Fraction be greater than one. However, if such discount rate referred to in the preceding sentence is greater than or equal to the lesser of (x) the Mortgage Loan Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero; provided that, 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.
 
Bayshore Mall Co-Lender Agreement”: With respect to the Bayshore Mall Whole Loan, the related co-lender agreement, dated as of March 20, 2015, by and between the holder of the Bayshore Mall Mortgage Loan and the Bayshore Mall Companion Loan Holder, relating to the relative rights of the holder of the Bayshore Mall Mortgage Loan and the Bayshore Mall Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
Bayshore Mall Companion Loan”: With respect to the Bayshore Mall Whole Loan, the related promissory note made by the related Mortgagor and secured by the Bayshore Mall Mortgage and designated as identified as A-1, which is not included in the Trust and is pari passu in right of payment with the Bayshore Mall Mortgage Loan to the extent set forth in the related Mortgage Loan Documents and as provided in the Bayshore Mall Co-Lender Agreement.
 
Bayshore Mall Companion Loan Holder”: The holder of a Bayshore Mall Companion Loan.
 
Bayshore Mall Mortgage”: The Mortgage securing the Bayshore Mall Mortgage Loan and the Bayshore Mall Companion Loan.
 
Bayshore Mall Mortgage Loan”: With respect to the Bayshore Mall Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Bayshore Mall, which is evidenced by promissory note A-2 and is pari passu in right of payment with the Bayshore Mall Companion Loan to the extent set forth in the related Mortgage Loan Documents and as provided in the Bayshore Mall Co-Lender Agreement. The Bayshore Mall Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the CSAIL 2015-C1 Pooling and Servicing Agreement.
 
Bayshore Mall Whole Loan”: The Bayshore Mall Mortgage Loan, together with the Bayshore Mall Companion Loan, each of which is secured by the Bayshore Mall Mortgage. References herein to the Bayshore Mall Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Bayshore Mall Mortgage.
 
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.
 
 
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Borrower-Related Party”: As defined in Section 3.32 of this Agreement.
 
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.
 
BSPCC”: BSPCC Lender L.L.C., a Delaware limited liability company, and its successors in interest.
 
BSPCC Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the May 1, 2015, by and between BSPCC and the Depositor.
 
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 City of New York, New York or the States of North Carolina or 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-SB, Class X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class Z and Class R Certificate issued, authenticated and delivered hereunder.
 
Certificate Administrator”: Wells Fargo Bank, National Association, a national banking association, and its successor in interest, or any successor Certificate Administrator appointed as herein provided. Wells Fargo Bank, National Association, may perform its role as Certificate Administrator through its Corporate Trust Services division.
 
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.
 
 
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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 Balance or the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Principal Balance or the initial Notional Amount, as the case may be.
 
Certificate Principal Balance”: With respect to any Class of Principal Balance Certificates (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial “Certificate Principal Balance” of such Class of Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Principal Balance of such Class of Principal Balance 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 after any increases to such Certificate Principal Balance on such prior Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans.
 
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 actually 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 deemed to be outstanding, provided that if such amendment relates to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any of their Affiliates, 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,
 
 
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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.
 
 “Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 6.08(a) of this Agreement, the holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 3.10 of this Agreement) of all Certificates (other than the Class Z and Class R Certificates), on an aggregate basis.
 
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.
 
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 Certificates”: The Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-SB Certificates.
 
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 Class X-A Component having such designation.
 
Class A-1 Pass-Through Rate”: A per annum fixed rate equal to 1.4544%.
 
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 Class X-A Component having such designation.
 
Class A-2 Pass-Through Rate”: A per annum fixed rate equal to 2.8505%.
 
 
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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 Class X-A Component having such designation.
 
Class A-3 Pass-Through Rate”: A per annum fixed rate equal to 3.2312%.
 
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 Class X-A Component having such designation.
 
Class A-4 Pass-Through Rate”: A per annum fixed rate equal to 3.5040%.
 
Class A-S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form of Exhibit A-11 hereto.
 
Class A-S Component”: The Class X-A Component having such designation.
 
Class A-S Pass-Through Rate”: A per annum rate equal to the lesser of 3.8490% and the WAC Rate.
 
Class A-SB 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-SB Component”: The Class X-A Component having such designation.
 
Class A-SB Pass-Through Rate”: A per annum fixed rate equal to 3.2241%.
 
Class A-SB Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set forth on Exhibit BB to this Agreement.
 
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-12 hereto.
 
Class B Component”: The Class X-B Component having such designation.
 
Class B Pass-Through Rate”: A per annum rate equal to the lesser of 4.2079% and the WAC Rate.
 
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-13 hereto.
 
 
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Class C Pass-Through Rate”: A per annum 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-14 hereto.
 
Class D Pass-Through Rate”: 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-15 hereto.
 
Class E Component”: The Class X-E Component having such designation.
 
Class E Pass-Through Rate”: A per annum rate equal to the lesser of 3.2250% and 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-16 hereto.
 
Class F Component”: The Class X-F Component having such designation.
 
Class F Pass-Through Rate”: A per annum rate equal to the lesser of 3.2250% and the WAC Rate.
 
Class NR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-17 hereto.
 
Class NR Component”: The Class X-NR Component having such designation.
 
Class NR Pass-Through Rate”: A per annum fixed rate equal to the lesser of 3.2250% and 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-18 hereto. The Class R Certificates have no Pass-Through Rate, Certificate Principal Balance or Notional Amount.
 
Class X Certificates”: The Class X-A, Class X-B, Class X-E, Class X-F and/or Class X-NR Certificates, as the context requires.
 
Class X Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to the excess, if any, of (i) the WAC Rate for such Distribution Date, over (ii) the Pass-Through Rate for the Class of Corresponding Certificates.
 
 
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Class X-A Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-6 hereto.
 
Class X-A Components”: The Class A-1 Component, the Class A-2 Component, the Class A-3 Component, the Class A-4 Component, the Class A-SB Component and the Class A-S Component.
 
Class X-A Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the aggregate of the Component Notional Amounts of the Class X-A Components.
 
Class X-A Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).
 
Class X-B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-7 hereto.
 
Class X-B Component”: The Class B Component.
 
Class X-B Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional Amount of the Class X-B Component.
 
Class X-B Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such Distribution Date.
 
Class X-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-8 hereto.
 
Class X-E Component”: The Class E Component.
 
Class X-E Notional Amount”: With respect to the Class X-E Certificates as of any date of determination, the Component Notional Amount of the Class X-E Component.
 
Class X-E Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-E Component for such Distribution Date.
 
Class X-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-9 hereto.
 
Class X-F Component”: The Class F Component.
 
 
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Class X-F Notional Amount”: With respect to the Class X-F Certificates as of any date of determination, the Component Notional Amount of the Class X-F Component.
 
Class X-F Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-F Component for such Distribution Date.
 
Class X-NR 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 X-NR Component”: The Class NR Component.
 
Class X-NR Notional Amount”: With respect to the Class X-NR Certificates as of any date of determination, the Component Notional Amount of the Class X-NR Component.
 
Class X-NR Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-NR Component for such Distribution Date.
 
Class Z Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-19 hereto and evidencing an undivided beneficial interest in the related portion of the Grantor Trust. The Class Z Certificates have no Pass Through Rate, Certificate Principal Amount or Notional Amount.
 
Class Z Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) any Excess Interest and (ii) amounts held from time to time in the Excess Interest Distribution Account.
 
 “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”: May 20, 2015.
 
Co-Lender Agreement”: Each of the Westfield Wheaton Co-Lender Agreement, the 9200 & 9220 Sunset Co-Lender Agreement, the Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement, the Westfield Trumbull Co-Lender Agreement, the Sterling & Milagro Apartments Co-Lender Agreement, the Bayshore Mall Co-Lender Agreement or the St. Louis Premium Outlets 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.
 
 
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Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled “Wells Fargo Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2” 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 June 2015, beginning on the day after the Cut-Off Date) and ending on and including the Due Date (without regard to grace periods) in the month in which such Distribution Date occurs.
 
Column”: Column Financial, Inc. a Delaware corporation, and its successors in interest.
 
Column Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the May 1, 2015, by and between Column and the Depositor.
 
COMM 2015-CCRE23 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as senior trust advisor, entered into in connection with the issuance of COMM 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through Certificates.
 
Commission”: The Securities and Exchange Commission.
 
Companion Loan”: Any of the Westfield Wheaton Companion Loans, the 9200 & 9220 Sunset Companion Loans, the Soho-Tribeca Grand Hotel Portfolio Companion Loans, the Westfield Trumbull Companion Loans, the Sterling & Milagro Apartments Companion Loans, the Bayshore Mall Companion Loans and/or the St. Louis Premium Outlets Companion Loan.
 
Companion Loan Holder”: The holder of a Companion Loan.
 
Companion Loan Holder Representative”: With respect to each Companion Loan that is part of a Serviced Whole Loan, the related “Non-Controlling Note Holder Representative” (if and as defined in the related Co-Lender Agreement) or any representative appointed by the related Companion Loan Holder in accordance with the related Co-Lender Agreement.
 
 
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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 Serviced Companion Loan Securities.
 
Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion Loan that is part of a Serviced Whole Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited to, the replacement of a Master Servicer or a Special Servicer), confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.29 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 (a) the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-SB Component and Class A-S Component; (b) the Class X-B Certificates, the Class B Component; (c) the Class X-E Certificates, the Class E Component, (d) the Class X-F Certificates, the Class F Component and (e) the Class X-NR Certificates, the Class NR 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 of the proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to any Non-Serviced Mortgage Loan) 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. In the case of each Non-Serviced Mortgage Loan, “Condemnation Proceeds” means any portion of such proceeds received by the Trust in connection with the
 
 
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related Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
Confidential Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or Serviced 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 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 (other than a Non-Serviced Mortgage Loan) or Serviced 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 related Loan (or Serviced Whole Loan, if applicable) Documents that does not involve a modification evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the related Mortgage Loan (or Serviced Whole Loan) Documents.
 
Consultation Termination Event”: The event that (i) occurs for so long as no Class of Control Eligible Certificates has a Certificate Principal Balance (without regard to the application of any Appraisal Reduction Amounts) at least equal to 25% of the initial Certificate Principal Balance of such Class or (ii) shall be deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
Control Eligible Certificates”: Any of the Class F and Class NR Certificates.
 
Control Termination Event”: The event that (i) occurs for so long as no Class of Control Eligible Certificates has a Certificate Principal Balance (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 Balance of such Class or (ii) shall be 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 a Certificate Principal Balance (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 Balance of such Class or, if no Class of Control Eligible Certificates meets the preceding requirement, the Class F Certificates. The Controlling Class as of the Closing Date will be the Class NR Certificates.
 
 
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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 Balance, as identified by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor; 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 representing more than 50% of the Certificate Principal Balance 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 portion of the Certificate Principal Balance of the Controlling Class as identified to the Certificate Registrar; provided, further, that the Controlling Class Representative shall not be a Mortgagor or an affiliate of a Mortgagor.
 
The initial Controlling Class Representative on the Closing Date shall be RREF II CMBS AIV, LP, and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume RREF II CMBS AIV, LP or any successor Controlling Class Representative selected thereby is the Controlling Class Representative on behalf of RREF II CMBS AIV, LP as Holder (or Beneficial Owner) of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that the RREF II CMBS AIV, LP is no longer the Holder (or Beneficial Owners) of a majority of the applicable Control Eligible Certificates.
 
Corporate Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its respective corporate trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee — CSAIL 2015-C2, or the principal trust office of any successor trustee qualified and appointed pursuant to this Agreement, (ii) the Certificate Administrator is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services CSAIL 2015-C2, and (iii) the Certificate Administrator is located for certificate transfer purposes, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: CSAIL 2015-C2.
 
Corrected Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced 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 Serviced 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.
 
 
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Corresponding Component”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates or Lower-Tier Regular Interest.
 
Corresponding Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular 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 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® Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Assumption Modification Posting Instructions Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
 
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CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Financial File”: The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the
 
 
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information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Principal Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in 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 CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.
 
CREFC® Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.
 
CREFC® Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Investor Reporting Package (IRP)”: Collectively:
 
(a)           the following seven electronic files (and any other files as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;
 
(b)           the following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, and (x) CREFC® Total Loan Report;
 
(c)           the following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor
 
 
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Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC® Loan Modification Report Template, (x) CREFC® Loan Liquidation Report Template, (xi) CREFC® REO Liquidation Report Template, (xii) CREFC® Payment Posting Instructions Template, (xiii) CREFC® Modification Posting Instructions Template, (xiv) CREFC® Assumption Modification Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and
 
(d)           such other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC® Investor Reporting Package (CREFC® IRP)” from time to time.
 
CREFC® License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date, relating to the use of the CREFC® trademarks and trade names.
 
CREFC® Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Loan Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Liquidation Report Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Loan Modification Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Modification Report Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
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.
 
 
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CREFC® Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Modification Posting Instructions Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Operating Statement Analysis Report”: The monthly report in the “Operating Statement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Payment Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Payment Posting Instructions Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Property File”: The data file in the “CREFC® Property File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® REO Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Liquidation Report Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from
 
 
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time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® REO Status Report”: The report in the “REO Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each 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® Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Significant Insurance Event Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as 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
 
 
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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 Balance of each Class of Principal Balance Certificates (other than the Class A 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.
 
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 May 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in June 2015, the date that would have been its Due Date in May 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
 
Cut-Off Date 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. and 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 reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of 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 Serviced 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 Serviced Whole Loan, if applicable) during such period; provided that with respect to the Mortgage Loans (and with respect to any Serviced 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 Mortgage Loan Documents and then paying principal and interest, the related Monthly
 
 
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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 Serviced 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 Serviced Whole Loan, if applicable).
 
Default Interest”: With respect to any Mortgage Loan or Companion Loan, all interest (other than Excess Interest) accrued in respect of such Mortgage Loan or Companion Loan as provided in the related Note(s) 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 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 Serviced 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(s) and without regard to any acceleration of payments under the related Mortgage and Note(s) 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(s).
 
Defaulted Serviced Whole Loan”: Any Serviced 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.
 
Deficient Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article X of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
 
Definitive Certificate”: Any Certificate in fully registered certificated form without interest coupons.
 
Depositor”: Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, and its successors and assigns.
 
 
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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 Serviced Whole Loan, collectively the following documents:
 
(1)           (A) a copy of the executed Note(s) for such Mortgage Loan (or, alternatively, if the original executed Note(s) have been lost, a copy of a lost note affidavit and indemnity with a copy of such Note(s)), and (B) in the case of a Serviced Whole Loan, a copy of the executed Note(s) 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, if any, relating to such Mortgage Loan or Serviced Whole Loan, if any;
 
(5)           any pre-funding insurance review documentation and insurance certificates (for insurance policies other than title insurance policy and environmental policy) or a marked up commitment therefor;
 
(6)           a copy of any related title insurance policy or a marked up commitment therefor;
 
(7)           a copy of any environmental insurance policy or a marked up commitment therefor;
 
(8)           legal description of the related Mortgaged Property;
 
(9)           a copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Loan Agreement and the Mortgage);
 
(10)         a copy of the agreement governing post-closing obligations (if such item is a document separate from the Loan Agreement and the Mortgage), if any;
 
(11)         a copy of the closing statement and/or sources and uses statement;
 
(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;
 
 
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(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 Serviced Whole Loan, a copy of the related Co-Lender Agreement.
 
Determination Date”: With respect to any Distribution Date, the eleventh day of the calendar month of the related Distribution Date or, if the eleventh day is not a Business Day, the next Business Day, commencing in June 2015.
 
Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
 
Disclosable Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property (other than any interest in any REO Property acquired with respect to any Non-Serviced Whole Loan), for which it is the Special Servicer, 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 any such Mortgage Loan or Serviced Whole Loan and any purchaser of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any such Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of any such REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement with respect to which it is the Special Servicer other than (1) any compensation to which the Special Servicer is entitled under this Agreement and (2) any Permitted Special Servicer/Affiliate Fees.
 
 
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Disqualified Non-U.S. Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.
 
Disqualified Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2), or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions.
 
Distribution Account”: 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 June 2015. The first Distribution Date shall be June 17, 2015.
 
Distribution Date Statement”: As defined in Section 4.02(a) of this Agreement.
 
Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, which lists certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Article X of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date no parties appear on the Do Not Hire List.
 
Document Defect”: As defined in Section 2.03(a) of this Agreement.
 
 
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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(s) 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(s) 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(s) 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 (including REO 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”: 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 either 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) “A2” by Moody’s (or, if applicable, the short term rating is at least “P-1” by Moody’s) and (b) “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), 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” 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), (ii) an account or accounts maintained with Wilmington Trust, National Association or Wells Fargo Bank, National Association so long as Wilmington Trust, National Association’s or Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) and “A” 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) (if the deposits are to be held in the account for more than 30 days) or Wilmington Trust, National Association or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1” by Moody’s (if the deposits are to be held in the account for 30 days or less) and “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 (if the deposits are to be held in the account for 30 days or less), (iii) a segregated trust account (or sub-accounts of a single account in the case of the Excess Liquidation Proceeds Reserve Account, Interest Reserve Account or any Distribution Account) or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, the long-term unsecured debt obligations of such institution or trust company are rated at least “A2” by Moody’s and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), or (iv) such other account or accounts that, but for the failure to satisfy one
 
 
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or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)-(iv) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, or (v) such other account or accounts not listed in clauses (i)-(iv) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.
 
Eligible Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS and that has not been a special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer, 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 the Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation to replace the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.
 
Emergency Advance”: Any Property Advance with respect to a Specially Serviced Loan that must be made in an emergency situation or on an urgent basis in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Mortgage Loan or any other material adverse consequence to the Trust Fund or any related Companion Loan Holder.
 
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 NR 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, Lockbox Agreement or Loan Agreement for the account of
 
 
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such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated improvements and similar items in respect of the related Mortgaged Property.
 
Euroclear”: Euroclear Bank, as operator of the Euroclear System, and its successors in interest.
 
Excess Interest”: With respect to each ARD Loan, additional interest accrued on such Mortgage Loan after the Anticipated Repayment Date allocable to the difference between the Revised Rate and the Mortgage Loan Rate, plus any compound interest thereon, to the extent permitted by applicable law and the related Loan Documents. The Excess Interest shall not be an asset of the Lower Tier REMIC or the Upper Tier REMIC, but rather shall be an asset of the Grantor Trust.
 
Excess Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement in trust for the Class Z Certificateholders, which (subject to any changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, and the registered Holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2 – Excess Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of the Lower Tier REMIC or the Upper Tier REMIC, but rather shall be an asset of the Grantor Trust.
 
Excess 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 related Co-Lender Agreement), over (ii) the amount that would have been received if a principal payment in full had been made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following the date on which such proceeds were received plus any Additional Trust Fund Expenses related to such Mortgage Loan. With respect to each Non-Serviced Whole Loan, “Excess Liquidation Proceeds” shall mean each Non-Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Other Pooling and Servicing Agreement that are received by the Trust.
 
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 for the benefit of the Certificateholders, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2 – Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.
 
 
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Excess Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced 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 the related Mortgage Loan (or Serviced Whole Loan, as 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 on behalf of the Trust with respect to the related Mortgage Loan (or Serviced 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 or otherwise 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 Serviced Whole Loan, if applicable) or REO Property; provided that if the related Mortgage Loan (or Serviced 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 Serviced Whole Loan, if applicable) ceasing to be a Corrected Mortgage Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan, if applicable) ceased to be a Corrected Mortgage Loan within 12 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan, if applicable). If such Mortgage Loan (or Serviced Whole Loan, if applicable) ceases to be a Corrected Mortgage Loan, 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 pay-off or other liquidation); provided that any Excess Modification Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into account any offset described above applied during such prior 12-month period) individually, and not in the aggregate, with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) shall be subject to a cap equal to the greater of (i) 1.0% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.
 
Excess Penalty Charges”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced Mortgage Loan) 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 Serviced Whole Loan, if applicable) during such Collection Period, over (ii) all unpaid or unreimbursed Additional Trust Fund Expenses (including without limitation the reimbursement of Advances and interest thereon to the extent not otherwise paid or reimbursed by the Mortgagor) (other than Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust (and, if applicable, the holder of the related Serviced Companion Loan), with respect to such Mortgage Loan (or Serviced 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
 
 
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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. For the avoidance of doubt, any outstanding Additional Trust Fund Expenses shall not be deemed to be unreimbursed or unpaid if proceeds collected during the related Collection Period with respect to such Mortgage Loan are sufficient to pay or reimburse such outstanding Additional Trust Fund Expenses, all other amounts due and owing under the related Mortgage Loan Documents and all other fees and expenses payable or reimbursable to the other parties to this Agreement or the Trust.
 
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 and Companion 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 the Master Servicer’s interest in the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller Sub-Servicers (identified on Exhibit S to this Agreement) to an interest in the Servicing Fee Rate as identified on the Mortgage Loan Schedule as the Sub-Servicing Fee Rate) minus 0.0025%; provided that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.
 
Excess Servicing Fee Right”: With respect to each Mortgage Loan (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 it may be amended from time to time.
 
FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.
 
 
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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 any related Serviced 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, on the one hand, the Controlling Class Representative and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), on the other hand, with respect to such Specially Serviced Loan or Serviced Whole Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless 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 Serviced Whole Loan that is a Specially Serviced Loan or REO Mortgage Loan, as the case may be, a determination that there has been a receipt of all of the Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds and other payments or recoveries that the Special Servicer or the applicable Other Special Servicer with respect to a Non-Serviced Mortgage Loan that is a “Specially Serviced Loan” (or an analogous concept) (as defined in the applicable Other Pooling and Servicing Agreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately be recoverable; provided that with respect to each Non-Serviced Mortgage Loan, the Final Recovery Determination shall be made by the applicable Other Special Servicer in accordance with the applicable Other Pooling and Servicing Agreement.
 
FIRREA”: The Financial Institutions Reform, Recovery and Enforcement Act, as it may be amended from time to time.
 
Fitch”: Fitch Ratings, Inc. and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Form 8-K Disclosure Information”: As defined in Section 10.06 of this Agreement.
 
General Special Servicer”: As defined in Section 6.08(k) of this Agreement.
 
 
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Global Certificates”: Any Certificate registered in the name of the Depository or its nominee.
 
Grantor Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of the Class Z Specific Grantor Trust Assets, beneficial ownership of which is represented by the Class Z Certificates.
 
Grantor Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).
 
Ground Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.
 
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 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(c), as applicable, of this Agreement, as the context requires.
 
Indemnifying Party”: As defined in Section 8.05(c) or Section 11.13(c), as applicable, of this Agreement, as the context requires.
 
Independent”: When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services by, or (B) the beneficial owner of 1% or less of any class of securities issued by the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any
 
 
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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 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 Purchaser”: Credit Suisse Securities (USA) LLC.
 
Inquiries”: As defined in Section 4.02(a) of this Agreement.
 
Institutional Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs.
 
Insurance 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). In the case of Non-Serviced Mortgage Loans, “Insurance Proceeds” means any portion of such proceeds received by the Trust Fund in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
Interest Accrual Amount”: With respect to any Distribution Date and any Class of Principal Balance 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 Balance outstanding immediately prior to such Distribution Date. With respect to any Distribution Date and any Class of Class X Certificates, an amount equal to the sum of the
 
 
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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 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).
 
Interest Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23 of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the registered Holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2, Interest Reserve Account” and which shall be an Eligible Account.
 
Interest Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, subject to increase as provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class 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 of Certificates 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, a Mortgagor (with respect to its corresponding Mortgage Loan only), a holder of a related mezzanine loan (with respect to its corresponding Mortgage Loan only), a manager of a Mortgaged Property (with respect to its corresponding Mortgage Loan only), any Independent Contractor engaged by the Special Servicer pursuant to Section 3.16 of this Agreement (with respect to its corresponding Mortgage Loan only), 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 (as applicable, with respect to its corresponding Mortgage Loan only); and, with respect to a Defaulted Serviced Whole Loan, the applicable Other Depositor, the applicable Other Master Servicer, the applicable Other Special Servicer (or any independent contractor engaged by such Other Special
 
 
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Servicer), or the applicable Other Trustee, the related Serviced Companion Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.
 
Investment”: Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued or executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured) that references or relates to any of the foregoing.
 
Investment Account”: As defined in Section 3.07(a) of this Agreement.
 
Investment Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.
 
Investment Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on behalf of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.
 
Investor Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, the Controlling Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Beneficial Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing) and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing and (B) except in the case of a prospective purchaser of a Certificate, 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 prospective purchaser of a Certificate), (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, (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 and (D) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; 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
 
 
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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. A holder of a mezzanine loan will be considered an Affiliate of a Mortgagor with respect to the related Mortgage Loan upon the commencement of foreclosure proceedings by the related mezzanine lender. The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to a mezzanine lender upon notice from the Special Servicer pursuant to this Agreement that an event of default has occurred under such mezzanine loan. The Special Servicer, to the extent it has actual knowledge, shall promptly give notice to the Certificate Administrator that an event of default under a mezzanine loan has occurred in the form of Exhibit GG attached hereto or such other form as may be mutually agreed to by the Special Servicer and the Certificate Administrator.
 
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.
 
JLC”: Jefferies LoanCore LLC, a Delaware limited liability company, and its successors in interest.
 
JLC Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the May 1, 2015, by and between JLC and the Depositor.
 
JPMBB 2014-C26 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2014, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as senior trust advisor, entered into in connection with the issuance of JPMBB Commercial Mortgage Trust 2014-C26, Commercial Mortgage Pass-Through Certificates.
 
KBRA”: Kroll Bond Rating Agency, Inc. and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Liquidation Event”: With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events: (i) such Mortgage Loan (or Serviced Whole Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Serviced 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
 
 
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Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced Whole Loan) is purchased by the holder of a mezzanine loan or a Companion Loan pursuant to the related intercreditor, co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Whole Loan) is purchased by another party in accordance with Section 3.17 of this Agreement; or (viii) in the case of a Non-Serviced Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, the 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 pay-off 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 pay-off (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout or results from the Special Servicer’s collection and enforcement efforts) from the related Mortgagor, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased or substituted as contemplated by Section 2.03 of this Agreement and/or 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 applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such pay-off or proceeds that represents Penalty Charges); provided that, except as contemplated by the following provisos, no Liquidation Fee will be less than $25,000; provided, further, that the Liquidation Fee (which, if payable, shall, prior to the reduction in accordance with this proviso, be at least $25,000) with respect to any related 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, further, that (a) the Liquidation Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property
 
 
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purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 180 days following its receipt of notice or discovery of a Material Breach or Material Document Defect, and (B) clause (v), the mezzanine loan holder or the Subordinate Companion Loan Holder does not purchase such Mortgage Loan or Serviced Whole Loan within 90 days of when the first purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder does not purchase such REO Property within 90 days of when the first 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 180 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Breach or Material Document 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 Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” regarding the related Mortgagor’s failure to make a Balloon Payment and the related Liquidation Proceeds are received within 90 days following the related maturity date in connection with the full and final pay-off of the related Mortgage Loan or Serviced 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 the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0% with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), each Specially Serviced Loan and each REO Property; provided, however, that if the rate in clause (b) above would result in a Liquidation Fee that would be less than $25,000 in circumstances where a Liquidation Fee is to be paid, then such rate as would yield a Liquidation Fee equal to $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 Serviced Whole Loan, the loan agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which such Mortgage Loan or Serviced Whole Loan, as applicable, was made.
 
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 Column Loan Purchase Agreement, the MC-Five Mile Loan Purchase Agreement, the Bancorp Loan Purchase Agreement, the BSPCC Loan Purchase Agreement, the JLC Loan Purchase Agreement and/or the UBSRES Loan Purchase Agreement, as applicable.
 
 
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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.
 
Lockbox Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Serviced Whole Loan to receive rental or other income generated by the Mortgaged Property. Any Lockbox Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.
 
Lockbox Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the Lockbox or other similar agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which the related Lockbox Account, if any, may have been established.
 
Lower-Tier Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2, 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 balance 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, 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, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Balance of the Corresponding Certificates.
 
 
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Lower-Tier Regular Interests”: The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-SB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Interests.
 
Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (other than the Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable Other Pooling and Servicing Agreement related to any Non-Serviced Mortgage Loan) acquired in respect thereof and all proceeds of such REO Property, other property of the Trust Fund related thereto and amounts held in respect thereof from time to time in the Collection Account, any Serviced 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 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 Serviced Whole Loans as come into and continue in default;
 
(b)           any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the Maturity Date of any Mortgage Loan or Serviced 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 (excluding any expenses 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 a repurchase or substitution obligation under a Mortgage Loan Purchase Agreement);
 
(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 Serviced Whole Loan, or any consent to either of the
 
 
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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 Serviced 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 Serviced Whole Loan if lender consent is required, or any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;
 
(g)          any property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve under the Mortgage Loan Documents);
 
(h)          releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other than those required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;
 
(i)           any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing a Mortgagor or guarantor from liability under a Mortgage Loan or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole 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 Serviced Whole Loan, any acceleration of such Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the related Mortgage 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 Serviced 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 Mortgage Loan Documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related Mortgagor; and
 
 
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(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 Serviced Whole Loan, any property manager for the related Mortgaged Properties.
 
Master Servicer”: Wells Fargo Bank, National Association, a national banking association, and its successor in interest, or any successor Master Servicer appointed as herein provided.
 
Master Servicer Remittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.
 
Master Servicer Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties of the Master Servicer under this Agreement.
 
Material Breach”: As defined in Section 2.03(a) of this Agreement.
 
Material Document Defect”: As defined in Section 2.03(a) of this Agreement.
 
Maturity Date”: With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Companion Loan, the Maturity Date for the related Mortgage Loan.
 
MC-Five Mile”: MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, and its successors in interest.
 
MC-Five Mile Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the May 1, 2015, by and between MC-Five Mile and the Depositor.
 
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced 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 related Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any fee in connection with a defeasance of such Mortgage Loan (or Serviced Whole Loan).
 
Modified Asset”: Any Mortgage Loan or any Serviced 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 Serviced Whole Loan);
 
 
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(b)          except as expressly contemplated by the related Mortgage 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 Serviced Whole Loan or materially reduces the likelihood of timely payment of amounts due thereon.
 
Monthly Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Serviced 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 any Due Date for (i) an REO Mortgage Loan or REO Serviced Companion Loan, (ii) any Mortgage Loan or Serviced Companion Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer or Other Special Servicer, as applicable, has not entered into an extension or (iii) any ARD Loan after the related Anticipated Repayment Date, is the monthly payment that would otherwise have been payable on such Due Date had the related Note(s) not been discharged or the related Maturity Date or Anticipated Repayment 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 Serviced Whole Loan is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan.
 
Moody’s”: Moody’s Investors Service, Inc. and its successors in interest. If neither Moody’s Investors Service, Inc. nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Morningstar”: Morningstar Credit Ratings, LLC and its successors in interest. If neither Morningstar Credit Ratings, LLC nor any successor remains in existence, “Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
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 Serviced Whole Loan.
 
 
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Mortgage File”: With respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b), collectively the following documents:
 
(1)           (A) the original executed Note(s) for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to the order of “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2” 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(s) have been lost, a lost note affidavit and indemnity with a copy of such Note(s)), and (B) in the case of a Whole Loan, a copy of the executed Note(s) for each 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 “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2” or in blank and, in the case of any Serviced Loan Combination “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2 and the holder of the related Companion Loan, as their interests may appear” or a copy of such assignment (if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator, is responsible for the recording thereof);
 
(5)           an original of the assignment of all unrecorded documents relating to the Mortgage Loan (if not already assigned pursuant to clause (4) above, in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2” or in blank and, in the case of any Serviced Loan Combination “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2 and the holder of the related Companion Loan, as their interests may appear”;
 
 
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(6)           originals or copies of final written modification agreements in those instances where the terms or provisions of the Note(s) for such Mortgage Loan (or, if applicable, any Note(s) of a Serviced Whole Loan) or the related Mortgage have been modified, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document;
 
(7)           the original (which may be in the form of an electronically signed copy) or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan or the related Serviced 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 (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;
 
(9)           an original or copy of the related Loan Agreement, if any;
 
(10)         an original of any guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;
 
(11)         an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced 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, in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2” or in blank and, in the case of any Serviced Loan Combination “Wilmington Trust, National Association, as Trustee, on behalf of the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2 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 the related Serviced Whole Loan or in favor of any assignee prior to the Trustee, and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each
 
 
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case, a copy thereof, certified to be the copy of such assignment submitted or to be submitted for filing);
 
(16)         in the case of any Mortgage Loan or the related Serviced 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;
 
(18)         a copy of any letter of credit relating to such Mortgage Loan or the related Whole Loan and any related assignment thereof (with the original to be delivered to the Master Servicer);
 
(19)         copies of any franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time period set forth in the last paragraph of Section 2.01(b)) and/or estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and
 
(20)         in the case of a Whole Loan, an original or a copy of the related Co-Lender Agreement;
 
provided that, whenever the term “Mortgage File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received.
 
With respect to each Non-Serviced Mortgage Loan, the preceding document delivery requirements shall be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of the originals of the items specified in clause (1) and an original of the related Co-Lender Agreement, if available (and, if not, then a copy) and a copy of each of the other documents specified above, but, in the case of endorsements and assignments to the Trustee, instead endorsed or assigned to the Other Trustee on behalf of the holders of the related Companion Loan Securities and the Trustee (other than with respect to the documents specified in clause (1), for which originals shall be required).
 
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 and each Non-Serviced Mortgage Loan (but not the Companion Loans).
 
 
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Mortgage Loan Documents”: With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the related Mortgage File.
 
Mortgage Loan Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Serviced Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note(s) or Co-Lender Agreement, in each case without giving effect to the Default Rate, Excess Interest or the Revised Rate with respect to any Mortgage Loan or any related note(s) held by any Companion Loan Holder, 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 Principal 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;
 
(vii)      the Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate), and in the case of a Serviced Whole Loan, separately identifying the Servicing Fee Rate applicable to the related Serviced Companion Loan(s) in such Serviced Whole Loan), (and in the case of a Non-Serviced Mortgage Loan, separately identifying the servicing fee rate payable to the applicable Other Master Servicer);
 
(viii)     the Mortgage Loan Seller(s);
 
(ix)       whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;
 
(x)        whether the Mortgage Loan is an ARD Loan;
 
(xi)       the Anticipated Repayment Date, if applicable;
 
 
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(xii)       the Revised Rate, if applicable; and
 
(xiii)     whether such Mortgage Loan is part of a Serviced 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 Serviced Whole Loan.
 
Mortgage Loan Seller”: Each of Column, MC-Five Mile, Bancorp, BSPCC, JLC and UBSRES 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(s), including any REO Property (including with respect to a Non-Serviced Mortgage Loan), 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(s) and the related note(s) in favor of a Companion Loan Holder(s).
 
Mortgagor Accounts”: As defined in Section 3.07(a) of this Agreement.
 
Net Condemnation Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Serviced Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of a Non-Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
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(s) or other Mortgage Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of a Non-Serviced Mortgage
 
 
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Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund in connection with such Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
Net Liquidation Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced 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 any REO Mortgage Loan), 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 amount of interest actually accrued (exclusive of Default Interest and Excess Interest) in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the related Mortgage 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. Also notwithstanding the foregoing, 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 an Other 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 or otherwise.
 
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(a) of this Agreement; provided that, in the case of an REO Property that relates to a Non-Serviced Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received by the
 
 
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Trust Fund in connection with such Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
New Lease”: Any lease of REO Property entered into on behalf of the Trust Fund, including any lease renewed or extended on behalf of the Trust Fund, if the Trust Fund has the right to renegotiate the terms of such lease.
 
Nonrecoverable Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Section 3.20 and Section 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the related Mortgage Loan or Serviced Whole Loan or REO Mortgage Loan or REO Whole Loan, or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.
 
Nonrecoverable P&I Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan or REO Mortgage Loan or any related Subordinate Companion Loan or related REO Companion Loan, as the case may be.
 
Nonrecoverable Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect of a Mortgage Loan, Whole Loan or REO Property by the Master Servicer, the Special Servicer (with respect to any Emergency Advance) or the Trustee, or in the case of the Non-Serviced Mortgage Loans, any comparable advance made by the Other Master Servicer, Other Special Servicer (with respect to any emergency advance, to the extent applicable) or Other Trustee, which Property Advance (or other comparable advance) such party or the Special Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, in accordance with the Servicing Standard (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 (including any Emergency Advance) that is not required to be repaid by the related Mortgagor under the terms of the related Mortgage Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s or the Trustee’s entitlement to reimbursement for such Advance. The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any Non-Serviced Mortgage Loan shall be made by the Other Master
 
 
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Servicer or Other Special Servicer, as the case may be, pursuant to the Other Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding upon the Trust and the Certificateholders.
 
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 Principal Balance Certificates then outstanding for which (a)(1) the initial Certificate Principal Balance 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, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Principal Balance 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-Serviced Companion Loan”: Each of the 9200 & 9220 Sunset Companion Loans, the Soho-Tribeca Grand Hotel Portfolio Companion Loans, the Westfield Trumbull Companion Loans, the Bayshore Mall Companion Loans and the St. Louis Premium Outlets Companion Loan, as applicable.
 
Non-Serviced Companion Loan Holder”: The holder of a Non-Serviced Companion Loan.
 
Non-Serviced Mortgage Loan”: Each of the 9200 & 9220 Sunset Mortgage Loan, the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the Westfield Trumbull Mortgage Loan, the Bayshore Mall Mortgage Loan and the St. Louis Premium Outlets Mortgage Loan, as applicable.
 
Non-Serviced Whole Loan”: Each of the 9200 & 9220 Sunset Whole Loan, the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Westfield Trumbull Whole Loan, the Bayshore Mall Whole Loan and the St. Louis Premium Outlets Whole Loan, as applicable.
 
Non-Serviced Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under an Other Pooling and Servicing Agreement.
 
Non-U.S. Beneficial Ownership Certification”: As defined in Section 5.03(f) of this Agreement.
 
Non-U.S. Tax Person”: A person other than a U.S. Tax Person.
 
Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note(s) or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.
 
 
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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, (c) with respect to the Class X-E Certificates, the Class X-E Notional Amount, (d) with respect to the Class X-F Certificates, the Class X-F Notional Amount, (e) with respect to the Class X-NR Certificates, the Class X-NR Notional Amount and (f) 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.
 
NRSRO Certification”: A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit M-5 hereto (which may also be submitted electronically to the Rule 17g-5 Information Provider) that states that (i) such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), (ii) such NRSRO has access to the Rule 17g-5 Information Provider’s Website regarding the Certificates and (iii) such NRSRO shall keep any information obtained from the 17g-5 Information Provider confidential. An NRSRO Certification will be deemed to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.
 
OCC”: The Office of the Comptroller of Currency, and its successors in interest.
 
Offering Circular”: The offering circular dated May 8, 2015 relating to the Private Certificates (other than the Class Z 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”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any successor Operating Advisor appointed as herein provided.
 
Operating Advisor Annual Report”: As defined in Section 3.28(d)(ii) of this Agreement.
 
Operating Advisor Consulting Fee”: A fee for each Major Decision as to which the Operating Advisor has consultation rights equal to the lesser of (a) $10,000, or (b) the amount the related Mortgagor agrees to pay with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, however, that 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
 
 
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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 (including any Non-Serviced 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 (or such Non-Serviced Mortgage Loan, as applicable) as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.
 
Operating Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.0015% per annum.
 
Operating Advisor Surveillance Personnel”: The divisions or personnel 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 3.28(b) of this Agreement.
 
Operating Advisor Termination Event”: As defined in Section 7.06(a) of this Agreement.
 
Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must be an opinion of counsel who is Independent of the Depositor, the Special Servicer and the Master Servicer.
 
Opting-Out Party”: A defined in Section 6.09(h) of this Agreement.
 
Original Lower-Tier Principal Balance”: With respect to any Lower-Tier Regular Interest, the initial principal balance thereof as of the Closing Date, in each case as specified in the Preliminary Statement.
 
 
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Other 17g-5 Information Provider”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the 17g-5 information provider under the applicable Other Pooling and Servicing Agreement.
 
Other Certificate Administrator”: With respect to a Non-Serviced Mortgage Loan, the certificate administrator under the applicable Other Pooling and Servicing Agreement.
 
Other Depositor”: With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation AB) of the related Other Securitization Trust.
 
Other Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.
 
Other Master Servicer”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the master servicer under the applicable Other Pooling and Servicing Agreement.
 
Other Operating Advisor”: With respect to a Non-Serviced Mortgage Loan, the operating advisor under the applicable Other Pooling and Servicing Agreement.
 
Other Paying Agent”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the paying agent under the applicable Other Pooling and Servicing 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. With respect to the Serviced Mortgage Loans, the CSAIL 2015-C1 Pooling and Servicing Agreement (with respect to the Westfield Wheaton Whole Loan) and any pooling and servicing agreements governing a Westfield Wheaton Companion Loan or Sterling & Milagro Apartments Companion Loan included in future securitizations are “Other Pooling and Servicing Agreements”. With respect to the Non-Serviced Mortgage Loans, the CSAIL 2015-C1 Pooling and Servicing Agreement (with respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Westfield Trumbull Whole Loan and the Bayshore Mall Whole Loan), the JPMBB 2014-C26 Pooling and Servicing Agreement (with respect to the St. Louis Premium Outlets Whole Loan) and the COMM 2015-CCRE23 Pooling and Servicing Agreement (with respect to the 9200 & 9220 Sunset Whole Loan) are “Other Pooling and Servicing Agreements”. In addition, each of the Serviced Companion Loans (or a portion thereof) are expected to be included in future
 
 
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securitizations, for which the related pooling and servicing agreements shall also be Other Pooling and Servicing Agreements.
 
Other Securitization Trust”: (a) With respect to a Serviced Mortgage Loan, 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, and (b) with respect to a Non-Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds the Companion Loan or REO Companion Loan designated as the controlling note pursuant to the related Co-lender agreement, as identified in writing to the parties to this Agreement.
 
Other Special Servicer”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the special servicer under the applicable Other Pooling and Servicing Agreement.
 
Other Trustee”: With respect to a Non-Serviced Mortgage Loan or Serviced Companion Loan, as applicable, the trustee under the applicable Other Pooling and Servicing Agreement.
 
Ownership Interest”: Any record or beneficial interest in a Class R Certificate.
 
P&I Advance”: As to any Mortgage Loan (including the Non-Serviced Mortgage Loans and any REO Mortgage Loan), any advance made by the Master Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.
 
Pari Passu Companion Loan”: Each of the Westfield Wheaton Companion Loans, the 9200 & 9220 Sunset Companion Loans, Soho-Tribeca Grand Hotel Pari Passu Companion Loans, Westfield Trumbull Companion Loans, Sterling & Milagro Apartments Companion Loan, Bayshore Mall Companion Loans and St. Louis Premium Outlets Companion Loan.
 
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-SB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-E Pass-Through Rate, the Class X-F Pass-Through Rate, the Class X-NR 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 NR Pass-Through Rate. The Class Z Certificates and the Class R Certificates do not have Pass-Through Rates.
 
Paying Agent”: The paying agent appointed pursuant to Section 5.06 of this Agreement.
 
Penalty Charges”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable (or successor REO Mortgage
 
 
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Loan or successor REO Serviced Companion Loan), any amounts actually collected thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest, subject to any allocation provisions of any related Co-Lender Agreement and excluding any amounts allocable to a Serviced Companion Loan pursuant to the related Co-Lender Agreement and excluding any Excess Interest.
 
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 as of the Closing Date of such Certificate divided by the initial Certificate Principal Balance or Notional Amount, as applicable, of such Class of Certificates. With respect to any Class Z or Class R Certificate, the percentage interest is set forth on the face thereof.
 
Performing Party”: As defined in Section 10.11 of this Agreement.
 
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
 
 
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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 three months or less, (1) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s and (2) the short-term obligations of which are rated in the highest short-term debt rating category of DBRS and KBRA, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(v)        demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s and (2) the short-term obligations of which are rated in the highest short-term debt rating category of DBRS and KBRA, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); 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
 
 
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proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(vi)       debt obligations of any corporation incorporated under the laws of the United States or any state thereof, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s and (2) the short-term obligations of which are rated in the highest short-term debt rating category of DBRS and KBRA, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); 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 of any corporation incorporated under the laws of the United States or any state thereof (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 less than three months, the short-term obligations of which are rated at least “P-1” by Moody’s or, in the case of Moody’s, the long-term obligations of which are rated at least “A2” by Moody’s and in the highest short-term debt rating category of KBRA and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs); (B) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (2) the short-term debt obligations of which are rated in the highest short-term rating category by KBRA and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs); and (C) if it has a term of more than six months, (1) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aaa” by Moody’s and (2) the short-term debt obligations of which are rated in the highest short-term rating category by KBRA and the long-term obligations are rated at least “AAA” (or the equivalent) by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs) (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); 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
 
 
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tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(viii)     the Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so long as the Fund is rated by Moody’s and DBRS in its highest money market fund ratings category (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency, KBRA and Morningstar, as confirmed in a Rating Agency Confirmation);
 
(ix)       any other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating Agency Confirmation has been obtained from each Rating Agency; and
 
(x)        such other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)–(ix) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;
 
provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
 
Notwithstanding the foregoing, to the extent that the Mortgage 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 Mortgage Loan Documents.
 
For purposes of any condition set forth above, to the effect that any investment or the issuer thereof must have a minimum rating by KBRA, such condition shall be deemed to be waived if such investment or the issuer thereof, as applicable, is not rated by KBRA.
 
 
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Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property, in each case, in accordance with Article III of this Agreement.
 
Permitted Transferee”: With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.
 
Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Plan”: As defined in Section 5.03(m) of this Agreement.
 
Prepayment Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.
 
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 the related 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 Excess Interest and/or 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 Excess Interest and/or 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 Excess Interest and/or 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
 
 
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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 beginning on the day after 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 Balance Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates.
 
Principal Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:
 
(A)       the Scheduled Principal Distribution Amount for such Distribution Date;
 
(B)       the Unscheduled Payments of the Mortgage Loans (including the REO Mortgage Loans) received during the applicable Prepayment Period (or, in the case of the Non-Serviced Mortgage Loans, by the Business Day immediately preceding the related Master Servicer Remittance 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 (including any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other Pooling and Servicing Agreement reimbursed out of general collections on the Mortgage Loans) 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
 
 
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subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the applicable Prepayment Period in which such recovery occurs).
 
The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.
 
Principal Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced 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 Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.
 
Private Certificates”: The Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class Z and Class R Certificates.
 
Privileged Information”: Any (i) correspondence or other communications between the Controlling Class Representative (and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)) and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling Class Representative under this Agreement or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) under any related Co-Lender Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (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.
 
 
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Privileged Person”: The Depositor, the Underwriters, the Initial Purchasers, 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 Serviced Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit M-1 attached to this Agreement, as the case may be, 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, a principal, partner, member, joint venture, limited partner, employee, representative, director, advisor or investor in any of the foregoing, or an agent of the foregoing, with respect to its corresponding Mortgage Loan only, be considered a Privileged Person.
 
Prohibited Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.
 
Property Advance”: As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any advance made by the Master Servicer, the Special Servicer (with respect to any Emergency Advance) 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 (other than a Non-Serviced Mortgage Loan) or Serviced 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 Section 2.03, Section 3.04 and Section 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 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 Section 3.04, Section 3.07, Section
 
 
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3.10(f), Section 3.10(g) and Section 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 March 3, 2015, as supplemented by the Prospectus Supplement relating to the Public Certificates.
 
Prospectus Supplement”: The prospectus supplement dated May 8, 2015, relating to the Public Certificates.
 
Public Certificate”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A Class X-B, Class A-S, Class B, Class C and Class D Certificates.
 
Public Documents”: As defined in Section 4.02(a) of this Agreement.
 
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 Excess Interest or 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) (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or, in the case of any Non-Serviced Mortgage Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion of any comparable amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) any unpaid Special Servicing Fees and any other unpaid Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); 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 180 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 Serviced 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 fourth to last sentence of Section 3.17(k) of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan, if applicable.
 
 
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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 Section 3.08 and Section 5.08, 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 “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating such as that listed below by at least two NRSROs (which may include S&P, DBRS, KBRA, Morningstar and/or A.M. Best)) and at least “A(low)” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed below by at least two NRSROs (which may include S&P, Morningstar, Moody’s, KBRA and/or A.M. Best)) 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, KBRA, Fitch and/or AM Best)), “A-” by S&P, “A-” by Fitch, “A3” by Moody’s or “A:X” by A.M. Best, unless such insurance company is not rated by one or more Rating Agencies or has a claims paying ability rated by one or more Rating Agencies in a rating category lower than required herein, in which case either (a) such insurer’s obligations are guaranteed or backed in writing by a company having such a claim-paying ability rating, 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
 
 
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to the related Mortgaged Property that 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 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 from each Rating Agency (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 Principal Balance Certificates having a Certificate Principal Balance then-outstanding. When one or more Qualified Substitute Mortgage Loans are substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement mortgage loan(s) meet(s) 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 June 2057.
 
Rating Agency”: Each of DBRS, KBRA, Moody’s and Morningstar or their successors in interest. If no such rating agency nor any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator and the Master Servicer, and specific ratings of DBRS, KBRA, Moody’s and Morningstar 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 DBRS, KBRA or Morningstar shall mean “Aaa” with respect to Moody’s, “AAA” with respect to DBRS, KBRA and Morningstar, and, in the case of any other rating agency, shall
 
 
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mean such highest rating category or better without regard to any plus or minus or numerical qualification.
 
Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”), or as otherwise provided in Section 3.29 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 Balance of all Classes of Principal Balance Certificates, after giving effect to distributions made on such Distribution Date exceeds (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) after giving effect to any and all reductions in such aggregate Stated Principal Balance on such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of such aggregate Stated Principal Balance for principal payments received on the Mortgage Loans 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). The allocation of 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.
 
Registered Rating Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website; or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to Section 11.13(h) of this Agreement.
 
Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates.
 
Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended and are in effect from time to
 
 
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time, but only to the extent compliance is required as of the applicable date of determination, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Regulation S”: Regulation S under the Securities Act.
 
Regulation S Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.
 
Regulation S Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.
 
Relevant Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit T 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 Balances of the Class A, Class A-S, Class B, Class C, Class D and Class E 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
 
 
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greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);
 
(3)        any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;
 
(4)        any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and
 
(5)        rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.
 
REO Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holders, which (subject to any changes in the identities of the Special Servicer or the Trustee) shall be entitled “Rialto Capital Advisors, LLC [or the applicable successor Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the registered Holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2 and the related 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 as to which 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 or a beneficial interest in the related Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any Non-Serviced Mortgage Loan under the applicable Other Pooling and Servicing Agreement.
 
REO Proceeds”: With respect to any REO Property and the related REO Mortgage Loan and REO Companion Loan, all revenues and proceeds 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; provided that a Mortgaged Property that secures a Non-Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Other Pooling and Servicing Agreement on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Non-Serviced Mortgage Loan and of the related Companion Loan
 
 
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Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such Non-Serviced Mortgage Loan.
 
REO Serviced Companion Loan”: Any Serviced Companion 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.
 
Reportable Event”: As defined in Section 10.06 of this Agreement.
 
Reporting Requirements”: As defined in Section 10.11.
 
Reporting Servicer”: As defined in Section 10.08 of this Agreement.
 
Repurchase Communication”: For purposes of Section 2.03(a) and Section 3.01(c) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.
 
Repurchase Request”: As defined in Section 2.03(a) of this Agreement.
 
Repurchase Request Rejection”: As defined in Section 2.03(a) of this Agreement.
 
Repurchase Request Withdrawal”: As defined in Section 2.03(a) of this Agreement.
 
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 3.29(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
 
 
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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.
 
Revised Rate”: With respect to any ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for such ARD Loan, as calculated and as set forth in the related Loan Agreement.
 
Rule 144A”: Rule 144A under the Securities Act.
 
Rule 144A Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.
 
Rule 15Ga-1”: Rule 15Ga-1 under the Exchange Act.
 
Rule 17g-5”: Rule 17g-5 under the Exchange Act.
 
Rule 17g-5 Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.
 
Rule 17g-5 Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider pursuant to Section 11.06 and Section 11.13 of this Agreement, initially located at www.ctslink.com, under the “NRSRO” tab for the related transaction.
 
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 reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of 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”: 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.
 
 
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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 (except in the case of Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution Date); and
 
(B)          the principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after the date on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case of the Non-Serviced Mortgage Loans, by the Business Day immediately preceding the related Master Servicer Remittance Date), net of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.
 
Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.
 
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.
 
Serviced Companion Loan”: The Westfield Wheaton Companion Loan and the Sterling & Milagro Apartments Companion Loan.
 
Serviced Companion Loan Holder”: A holder of a Serviced Companion Loan.
 
Serviced Companion Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Companion Loan that is part of a Serviced Whole Loan (or a portion thereof or interest therein).
 
Serviced Whole Loan”: Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust. Each of the Westfield Wheaton Whole Loan and the Sterling & Milagro Whole Loan shall be a Serviced Whole Loan.
 
Serviced Whole Loan Custodial Account”: With respect to any Serviced 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 Serviced Whole Loan, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled “Wells Fargo Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders
 
 
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of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2, and the related Companion Loan Holder, as their interests may appear.”
 
Serviced Whole Loan Special Servicer”: Any Person responsible for performing the duties of a special servicer hereunder with respect to any Serviced Whole Loan or any related REO Property.
 
Servicer”: As defined in Section 10.01(c) of this Agreement.
 
Servicer Indemnified Party”: As defined in Section 8.05(c) of this Agreement.
 
Servicer Termination Event”: As defined in Section 7.01 of this Agreement.
 
Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.
 
Servicing Fee”: With respect to each Mortgage Loan or Serviced Companion Loan (including if it is or is part of a Specially Serviced Loan) or any successor REO Mortgage Loan or successor REO Serviced Companion Loan (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan or such Serviced Companion Loan, as the case may be, as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced Whole Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, notwithstanding Section 3.05 or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Non-Serviced Mortgage Loan to an Other Master Servicer shall be paid under the applicable Other Pooling and Servicing Agreement, shall not be payable to the Master Servicer and will previously have been deducted by an Other Master Servicer prior to remittance to the Trust and shall not be withdrawn from the Collection Account.
 
Servicing Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect thereto), the per annum rate set forth on the Mortgage Loan Schedule and, with respect to the Westfield Wheaton Companion Loan (or any successor REO Companion Loan with respect thereto), 0.00250% (0.25 basis points) per annum, and with respect to the Sterling & Milagro Companion Loan(s) (or any successor REO Companion Loan with respect thereto), 0.00250% (0.25 basis points) per annum; provided that, for the avoidance of doubt, with respect to each of the 9200 & 9220 Sunset Mortgage Loan, the Soho-Tribeca Grand Hotel Portfolo Mortgage Loan, the Westfield Trumbull Mortgage Loan, the St. Louis Premium Outlets Mortgage Loan and the Bayshore Mall Mortgage Loan a portion of the Servicing Fee computed at a per annum rate of 0.0025% (0.25 basis points) shall be payable to the related Other Master Servicer, and (1) for the purposes of computing the Servicing Fee payable to the Master Servicer in respect of such Mortgage Loans hereunder, the Servicing Fee Rate with respect to such Mortgage Loans shall be deemed to be a
 
 
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per annum rate equal 0.0025% (0.25 basis points) and (2) for the purposes of computing the Administrative Cost Rate, the Servicing Fee Rate with respect to such Mortgage Loans shall be deemed to a per annum rate equal 0.005% (0.5 basis points).
 
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 or Companion Loans that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller nor any draft documents, privileged or internal communications, credit underwriting, due diligence analysis or data shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with respect to each Non-Serviced Mortgage Loan, the Servicing File shall consist of a copy of each Servicing File delivered under the applicable Other Pooling and Servicing Agreement.
 
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 with respect to the Trust Fund that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.
 
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Mortgage Loans and the Serviced Companion Loans or this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Trustee, the Operating Advisor and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.
 
Servicing Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Serviced Whole Loans and each REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) 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 Serviced Whole Loan, on behalf of the Certificateholders and the Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to any Serviced Whole Loan, such Certificateholders and the related Serviced Companion Loan Holder(s), 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
 
 
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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 Serviced 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 Serviced Whole Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Whole Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery of principal and interest on the Mortgage Loan (or Serviced Whole 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 of principal and interest on such Serviced Whole Loan to the Certificateholders and the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single lender)) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of any Serviced 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 Serviced Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards shall apply with respect to a Non-Serviced Mortgage Loan and any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.
 
Servicing Transfer Event”: With respect to any Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described in clauses (a) through (g) of the definition of “Specially Serviced Loan”.
 
Significant Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to the Trust. For the avoidance of doubt, there are no Significant Obligors relating to the Trust.
 
Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is
 
 
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fifteen (15) days after the Distribution Date occurring on or immediately following the 45th day after the end of such calendar quarter (or with respect to the Westfield Wheaton Whole Loan, the 60th day after the end of such calendar quarter).
 
Significant Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar year (or with respect to the Westfield Wheaton Whole Loan, the 130th day after the end of such calendar year).
 
Similar Law”: As defined in Section 5.03(m) of this Agreement.
 
Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the related co-lender agreement, dated as of March 3, 2015, by and between the holder of the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and the Soho-Tribeca Grand Hotel Portfolio Companion Loan Holders, relating to the relative rights of the holder of the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and the Soho-Tribeca Grand Hotel Portfolio Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
Soho-Tribeca Grand Hotel Portfolio Companion Loan Holder”: A holder of a Soho-Tribeca Grand Hotel Portfolio Companion Loan.
 
Soho-Tribeca Grand Hotel Portfolio Companion Loans”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the related promissory notes made by the related Mortgagor and secured by the Soho-Tribeca Grand Hotel Portfolio Mortgage and designated as (a) promissory notes A-1 and A-3 (which are not included in the Trust and are pari passu in right in payment with the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan) and (b) promissory note B (which is not included in the Trust and is subordinate in right of payment to the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and to promissory notes A-1 and A-3), each to the extent set forth in the related Mortgage Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement. The Soho-Tribeca Grand Hotel Portfolio Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the CSAIL 2015-C1 Pooling and Servicing Agreement.
 
Soho-Tribeca Grand Hotel Portfolio Mortgage”: The Mortgage securing the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and the Soho-Tribeca Grand Hotel Portfolio Companion Loans.
 
Soho-Tribeca Grand Hotel Portfolio Mortgage Loan”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Soho-Tribeca Grand Hotel Portfolio, which is evidenced by promissory note A-2 and is pari passu in right of payment with the Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loan and senior in right of payment to the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan, to the extent set forth in the related Mortgage Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement.
 
Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loans”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the related promissory notes
 
 
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identified as A-1 and A-3, which are pari passu to the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, and which, together with the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, are senior in right of payment to the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan, to the extent set forth in the related Mortgage Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement.
 
Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan”: With respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the related promissory note identified as B, which is subordinate in right of payment to the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan and the Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loan, to the extent set forth in the related Mortgage Loan Documents and as provided in the related Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement.
 
Soho-Tribeca Grand Hotel Portfolio Whole Loan”: The Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, together with the Soho-Tribeca Grand Hotel Portfolio Companion Loans, each of which is secured by the Soho-Tribeca Grand Hotel Portfolio Mortgage. References herein to the Soho-Tribeca Grand Hotel Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Soho-Tribeca Grand Hotel Portfolio Mortgage.
 
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”: Rialto Capital Advisors, LLC, a Delaware limited liability company, and its successor in interest, or any successor Special Servicer appointed as provided herein.
 
Special Servicer Decision”: Collectively:
 
(a)           approving leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other similar agreements for leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related Mortgaged Property, so long as it is considered a “major lease” or otherwise reviewable by the lender under the related Mortgage Loan Documents;
 
(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 increases (in excess of 10%) in operating expenses or payments to affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);
 
 
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(d)           agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default, (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan Documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;
 
(e)           any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans and Serviced Whole Loans which are non-Specially Serviced Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents (for the avoidance of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or Serviced Whole Loan that is a non-Specially Serviced Loan for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and Special Servicer, will not constitute a Special Servicer Decision;
 
(f)            any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of certain Mortgage Loans (but excluding Non-Serviced Whole Loans) whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate (but excluding tax and insurance escrows), at the related origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans are identified on Exhibit FF to this Agreement), except for the routine funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage Loan);
 
(g)           in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan Documents have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional debt in accordance with the terms of the related Mortgage Loan Documents;
 
(h)           in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Loan Documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special Servicer Decisions will not include (i) the release, substitution or addition of collateral securing any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral; or (ii) that are related to any condemnation action that is pending, or threatened in writing, and
 
 
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would affect a non-material portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not a Major Decision; and
 
(i)            approving easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments with respect to the related Mortgage Loan.
 
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, Serviced 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 or any other fee due to the Special Servicer pursuant to Section 3.12 of this Agreement.
 
Special Servicing Fee”: With respect to each Specially Serviced Loan and any REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the 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 periods. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.
 
Special Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.25% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.
 
Specially Serviced Loan”: Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Whole Loan (including any related REO Mortgage Loan and, if applicable, any related REO Serviced 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 or Serviced Whole Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which the subject payment was due, or
 
 
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 (ii)           solely 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 Serviced Whole Loan delinquent with respect to the Balloon Payment as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, for 120 days beyond the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment as due during which the refinancing is scheduled to occur);
 
(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 (in the case of the Special Servicer (A) with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Controlling Class Representative, unless a Consultation Termination Event has occurred and is continuing) materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder in such Serviced Whole Loan), and (ii) continues unremedied for the applicable grace period under the terms of the Mortgage Loan or Serviced 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 Serviced Whole Loan without the application of any grace period under the related Mortgage Loan Documents shall be deemed not to have a grace period; and provided, further, that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the Mortgage Loan (or, in the case of any Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder in the Serviced Whole Loan); or
 
(c)           the Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer (i) with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing or (ii) if a Control Termination Event has occurred and is continuing, following consultation with the Controlling Class Representative, unless a Consultation Termination Event has occurred and is continuing) that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Serviced 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 Serviced Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or any related Companion Loan Holder in the Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable grace period under the terms of such Mortgage Loan or Serviced Whole Loan
 
 
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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 Serviced Whole Loan without the application of any grace period under the related Mortgage Loan Documents shall be deemed not to have a grace period; or
 
(d)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and, in the case of the Special Servicer (i) with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing or (ii) if a Control Termination Event has occurred and is continuing, following consultation with the Controlling Class Representative, unless a Consultation Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Serviced Companion Loan) be transferred to special servicing); or
 
(e)           the related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities 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 Serviced Whole Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Mortgage Loan or Serviced 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 Serviced 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 under the terms of such Mortgage Loan or Serviced Whole Loan, as applicable (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);
 
 
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(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 Serviced 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 Serviced 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 Column, MC-Five Mile, Bancorp, BSPCC, JLC and UBSRES, 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 balance due on such 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 Serviced Companion Loan (other than an REO Serviced Companion Loan), as of any date of determination, shall equal (a) the principal balance of such Serviced Companion Loan as of the Cut-Off Date, minus (b) the sum of (i) the principal portion of each Monthly Payment due on such Serviced Companion Loan after the Cut-Off Date, if received by the related Serviced Companion Loan
 
 
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Holder on or prior to the most recent Distribution Date coinciding with or preceding such date of determination, (ii) all Unscheduled Payments with respect to such Serviced Companion Loan for a Distribution Date 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 balance due on such Serviced 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 with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and/or the related Serviced Companion Loan Holder(s), 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 but after the date on which such title is acquired. The Stated Principal Balance of a Serviced Companion Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and the related Serviced Companion Loan Holder(s) is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled Payments with respect to such Serviced Companion Loan for a Distribution Date on or before such date of determination but after the date on which such title is acquired. The Stated Principal Balance of a Serviced Whole Loan (including an REO Whole Loan), as of any date of determination, shall equal the sum of the then-aggregate Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any REO Serviced Companion Loan(s)). For purposes of this definition, if remittances are made to any Serviced 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. The Stated Principal Balance of any Non-Serviced Mortgage Loan will be calculated in accordance with the definition of “Stated Principal Balance” in the applicable Other Pooling and Servicing Agreement but shall also take into account P&I Advances made by the Master Servicer or Trustee in the manner described above. Notwithstanding the foregoing, the Stated Principal Balance of a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination is zero.
 
Sterling & Milagro Apartments Co-Lender Agreement”: With respect to the Sterling & Milagro Apartments Whole Loan, the co-lender agreement, dated as of May 20, 2015, by and between the holder of the Sterling & Milagro Apartments Mortgage Loan and the Sterling & Milagro Apartments Companion Loan Holders, relating to the relative rights of the holder of the Sterling & Milagro Apartments Mortgage Loan and the Sterling & Milagro Apartments Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
Sterling & Milagro Apartments Companion Loan”: With respect to the Sterling & Milagro Apartments Whole Loan, the related promissory notes made by the related Mortgagor and secured by the Sterling & Milagro Apartments Mortgage and designated as Note A-2, which note is not included in the Trust.
 
Sterling & Milagro Apartments Companion Loan Holder”: A holder of a Sterling & Milagro Apartments Companion Loan.
 
 
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Sterling & Milagro Apartments Mortgage”: The Mortgage securing the Sterling & Milagro Apartments Mortgage Loan and the Sterling & Milagro Apartments Companion Loans.
 
Sterling & Milagro Apartments Mortgage Loan”: With respect to the Sterling & Milagro Apartments Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Sterling & Milagro Apartments, which is evidenced by promissory notes A-1 and A-2.
 
Sterling & Milagro Apartments Whole Loan”: The Sterling & Milagro Apartments Mortgage Loan, together with the Sterling & Milagro Apartments Companion Loans, each of which is secured by the Sterling & Milagro Apartments Mortgage. References herein to the Sterling & Milagro Apartments Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Sterling & Milagro Apartments Mortgage.
 
St. Louis Premium Outlets Co-Lender Agreement”: With respect to the St. Louis Premium Outlets Whole Loan, the related amended and restated co-lender agreement, dated as of February 20, 2015, by and between the holder of the St. Louis Premium Outlets Mortgage Loan and the St. Louis Premium Outlets Companion Loan Holders, relating to the relative rights of the holder of the St. Louis Premium Outlets Mortgage Loan and the St. Louis Premium Outlets Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
St. Louis Premium Outlets Companion Loans”: With respect to the St. Louis Premium Outlets Whole Loan, the related promissory notes made by the related Mortgagor and secured by the St. Louis Premium Outlets Mortgage and designated as A-1 and A-2-A, which are not included in the Trust and are pari passu in right of payment with the St. Louis Premium Outlets Mortgage Loan to the extent set forth in the related Mortgage Loan Documents and as provided in the St. Louis Premium Outlets Co-Lender Agreement.
 
St. Louis Premium Outlets Companion Loan Holder”: A holder of a St. Louis Premium Outlets Companion Loan.
 
St. Louis Premium Outlets Mortgage”: The Mortgage securing the St. Louis Premium Outlets Mortgage Loan and the St. Louis Premium Outlets Companion Loans.
 
St. Louis Premium Outlets Mortgage Loan”: With respect to the St. Louis Premium Outlets Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as St. Louis Premium Outlets, which is evidenced by promissory note A-2-B and is pari passu in right of payment with the St. Louis Premium Outlets Companion Loans to the extent set forth in the related Mortgage Loan Documents and as provided in the St. Louis Premium Outlets Co-Lender Agreement. The St. Louis Premium Outlets Mortgage Loan is a “Non-Serviced Mortgage Loan” and will be serviced pursuant to the JPMBB 2014-C26 Pooling and Servicing Agreement.
 
St. Louis Premium Outlets Whole Loan”: The St. Louis Premium Outlets Mortgage Loan, together with the St. Louis Premium Outlets Companion Loans, each of which is secured by the St. Louis Premium Outlets Mortgage. References herein to the St. Louis
 
 
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Premium Outlets Whole Loan shall be construed to refer to the aggregate indebtedness secured under the St. Louis Premium Outlets Mortgage.
 
Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.
 
Subordinate Companion Loan”: The Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan.
 
Subordinate Companion Loan Holder”: The holder of the related Subordinate Companion Loan.
 
Substitution Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal to the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loans.
 
Sub-Servicer”: Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the Servicing Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.
 
Sub-Servicing Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.
 
Successful Bidder”: As defined in Section 7.01(b) of this Agreement.
 
Supplemental Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:
 
(i)            the Mortgagor’s name;
 
 
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(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 lockbox agreement is in place;
 
(xiii)       the number of units, pads, rooms or square feet of the Mortgaged Property;
 
(xiv)       the amount of the Monthly Payment due on the first Due Date following the Closing Date;
 
(xv)        the interest accrual basis;
 
(xvi)        Administrative Cost Rate;
 
(xvii)      whether the Mortgage Loan is secured by a Ground Lease;
 
(xviii)     whether the related Mortgage Loan is a Defeasance Loan; and
 
(xix)        whether such Mortgage Loan is part of any Serviced 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 Serviced Whole Loan.
 
Such list may be in the form of more than one list, collectively setting forth all of the information required.
 
 
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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, and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
 
Temporary Regulation S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.
 
Terminated Party”: As defined in Section 7.01(c) of this Agreement.
 
Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.
 
Third Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report, seismic report or property condition report, if any.
 
Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.
 
Transferee Affidavit”: As defined in Section 5.03(n)(ii) of this Agreement.
 
Transferor Letter”: As defined in Section 5.03(n)(ii) of this Agreement.
 
Treasury Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.
 
Trust”: The trust created by this Agreement.
 
Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled 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, in each case on behalf of the Trust, 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 on behalf of the Trust in any Assignment of Leases and any security agreements; (vii) the Trustee’s rights on behalf of the Trust under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate
 
 
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Administrator’s rights, in each case on behalf of the Trust, in the Escrow Accounts and Lockbox 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 and any REO Account and the Excess Interest Distribution Account, including any reinvestment income thereon; (ix) the Trustee’s rights on behalf of the Trust in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of this Agreement; and (xi) the Lower-Tier Regular Interests.
 
Trust Reimbursement Amount”: As defined in Section 3.06A(a) of this Agreement.
 
Trust Reimbursement Amount No. 1”: As defined in Section 3.06(a) of this Agreement.
 
Trust Reimbursement Amount No. 2”: As defined in Section 3.06A(a) of this Agreement.
 
Trust REMIC”: Each of the Lower-Tier REMIC and the Upper-Tier REMIC.
 
Trustee”: Wilmington Trust, National Association, a national banking association, in its capacity as trustee, and its successor in interest, or any successor trustee appointed as herein provided. “Trustee Personnel”: The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.
 
Trustee/Certificate Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC. The Trustee fee shall be paid as a portion of the Trustee/Certificate Administrator Fee in the amount of $210 per month and shall be paid by the Certificate Administrator.
 
Trustee/Certificate Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0031% per annum.
 
UBSRES”: UBS Real Estate Securities Inc., a Delaware corporation, and its successors in interest.
 
UBSRES Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of the May 1, 2015, by and between UBSRES and the Depositor.
 
Underwriters”: Credit Suisse Securities (USA) LLC, UBS Securities LLC and Jefferies LLC.
 
 
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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