Contract

 

Exhibit 4.3

 

 

 

MORGAN STANLEY CAPITAL I INC.
as Depositor,

 

MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Master Servicer,

RIALTO CAPITAL ADVISORS, LLC,
as Special Servicer,

SITUS HOLDINGS, LLC,
as Trust Advisor,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee, Certificate Administrator, Certificate Registrar, Authenticating Agent and Custodian

 

POOLING AND SERVICING AGREEMENT

 

Dated as of December 1, 2015

 

Morgan Stanley Capital I Trust 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-UBS8 

 

 

 
 

  

TABLE OF CONTENTS

 

        Page
     
ARTICLE I
DEFINITIONS;
CALCULATIONS AND CERTAIN OTHER MATTERS
         
Section 1.1   Definitions   5
Section 1.2   Calculations Respecting Mortgage Loans   116
Section 1.3   Calculations Respecting Accrued Interest   119
Section 1.4   Interpretation   119
Section 1.5   ARD Loans   120
Section 1.6   Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations   121
Section 1.7   Rating Agency Confirmations   127
         
ARTICLE II
DECLARATION OF TRUST;
ISSUANCES OF CERTIFICATES
         
Section 2.1   Conveyance of Mortgage Loans   130
Section 2.2   Acceptance by Trustee   134
Section 2.3   Sellers’ Repurchase of Mortgage Loans for Material Document Defects and Material Breaches of Representations and Warranties   137
Section 2.4   Representations and Warranties   145
Section 2.5   Conveyance of Interests   146
Section 2.6   Certain Matters Relating to Non-Serviced Mortgage Loans   147
         
ARTICLE III
THE CERTIFICATES
         
Section 3.1   The Certificates   147
Section 3.2   Registration   148
Section 3.3   Transfer and Exchange of Certificates   148
Section 3.4   Mutilated, Destroyed, Lost or Stolen Certificates   154
Section 3.5   Persons Deemed Owners   155
Section 3.6   Access to List of Certificateholders’ Names and Addresses   155
Section 3.7   Book-Entry Certificates   155
Section 3.8   Notices to Clearing Agency   159
Section 3.9   Definitive Certificates   159
         
ARTICLE IV
ADVANCES
         
Section 4.1   P&I Advances by Master Servicer   160
Section 4.1A   P&I Advances with Respect to Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans    161

  

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        Page
         
Section 4.2   Servicing Advances   163
Section 4.3   Advances by the Trustee   164
Section 4.4   Evidence of Nonrecoverability   164
Section 4.5   Interest on Advances; Calculation of Outstanding Advances with Respect to a Mortgage Loan   166
Section 4.6   Reimbursement of Advances and Advance Interest   167
         
ARTICLE V
ADMINISTRATION OF THE TRUST
         
Section 5.1   Collections   168
Section 5.2   Withdrawals of Funds in the Collection Account   172
Section 5.3   Distribution Account and Reserve Accounts   182
Section 5.4   Certificate Administrator Reports   184
Section 5.5   Certificate Administrator Tax Reports   193
Section 5.6   Access to Certain Information   193
Section 5.7   Exchange Act Rule 17g-5 Procedures   196
         
ARTICLE VI
DISTRIBUTIONS
         
Section 6.1   Distributions Generally   203
Section 6.2   Compliance with Withholding Requirements   204
Section 6.3   REMIC I   204
Section 6.4   REMIC II   205
Section 6.5   REMIC III   206
Section 6.6   Allocation of Collateral Support Deficits   212
Section 6.7   Prepayment Interest Shortfalls and Net Aggregate Prepayment Interest Shortfalls   213
Section 6.8   Adjustment of Master Servicing Fees   213
Section 6.9   Appraisal Reductions   213
Section 6.10   Prepayment Premiums   217
Section 6.11   Allocation of Trust Advisor Expenses   219
         
ARTICLE VII
CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE
ADMINISTRATOR
         
Section 7.1   Duties of the Trustee, the Custodian and the Certificate Administrator   222
Section 7.2   Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator   224
Section 7.3   The Trustee, the Custodian and the Certificate Administrator Not Liable for Certificates or Interests or Mortgage Loans   226
Section 7.4   The Trustee, the Custodian and the Certificate Administrator May Own Certificates   227
Section 7.5   Eligibility Requirements for the Trustee, the Custodian and the Certificate Administrator   228

  

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        Page
         
Section 7.6   Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator   229
Section 7.7   Successor Trustee, Custodian or Certificate Administrator   233
Section 7.8   Merger or Consolidation of Trustee, Custodian or Certificate Administrator   234
Section 7.9   Appointment of Co-Trustee, Separate Trustee, Agents or Custodian   234
Section 7.10   Authenticating Agents   236
Section 7.11   Indemnification of Trustee, the Custodian and the Certificate Administrator   237
Section 7.12   Fees and Expenses of Trustee, the Custodian and the Certificate Administrator   239
Section 7.13   Collection of Moneys   240
Section 7.14   Trustee To Act; Appointment of Successor   240
Section 7.15   Notification to Holders   243
Section 7.16   Representations and Warranties of the Trustee, the Custodian and the Certificate Administrator   243
Section 7.17   Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Trustee, the Custodian and the Certificate Administrator   246
Section 7.18   Capacities   246
         
ARTICLE VIII
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
         
Section 8.1   Servicing Standard; Servicing Duties   246
Section 8.2   Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Master Servicer   249
Section 8.3   Master Servicer’s General Power and Duties   249
Section 8.4   Sub-Servicing   258
Section 8.5   Master Servicer May Own Certificates   259
Section 8.6   Maintenance of Hazard Insurance, Other Insurance, Taxes and Other   259
Section 8.7   Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause   262
Section 8.8   Custodian to Cooperate; Release of Trust Mortgage Files   266
Section 8.9   Documents, Records and Funds in Possession of Master Servicer to be Held for the Trustee for the Benefit of the Certificateholders   267
Section 8.10   Servicing Compensation   268
Section 8.11   Master Servicer Reports; Account Statements   272
Section 8.12   Reserved   274
Section 8.13   Reserved   274
Section 8.14   CREFC® Operating Statement Analysis Reports Regarding the Mortgaged Properties   274
Section 8.15   Other Available Information and Certain Rights of the Master Servicer   275
Section 8.16   Rule 144A Information   277
Section 8.17   Inspections   277
Section 8.18   Modifications, Waivers, Amendments, Extensions and Consents   278
Section 8.19   Specially Serviced Mortgage Loans   281
Section 8.20   Representations, Warranties and Covenants of the Master Servicer   282

  

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        Page 
         
Section 8.21   Merger or Consolidation   283
Section 8.22   Resignation of Master Servicer   284
Section 8.23   Assignment or Delegation of Duties by Master Servicer   285
Section 8.24   Limitation on Liability of the Master Servicer and Others   286
Section 8.25   Indemnification; Third-Party Claims   288
Section 8.26   Loan Registry   290
Section 8.27   Compliance with REMIC Provisions and Grantor Trust Provisions   290
Section 8.28   Termination   291
Section 8.29   Procedure Upon Termination   294
Section 8.30   Certain Matters with Respect to Joint Mortgage Loans   296
Section 8.31   Delivery of Excluded Information to the Certificate Administrator   301
         
ARTICLE IX
ADMINISTRATION AND SERVICING OF
SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER
         
Section 9.1   Duties of Special Servicer   301
Section 9.2   Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer   303
Section 9.3   Special Servicer General Powers and Duties   303
Section 9.4   Sub-Servicers   306
Section 9.5   “Due-on-Sale” Clauses; Assignment and Assumption Agreements; Modifications of Specially Serviced Mortgage Loans; Due-on-Encumbrance Clauses   306
Section 9.6   Custodian to Cooperate; Release of Mortgage Files   311
Section 9.7   Documents, Records and Funds in Possession of Special Servicer To Be Held for the Trustee   312
Section 9.8   Representations, Warranties and Covenants of the Special Servicer   313
Section 9.9   Standard Hazard, Flood and Commercial General Liability Policies   314
Section 9.10   Presentment of Claims and Collection of Proceeds   316
Section 9.11   Compensation to the Special Servicer   317
Section 9.12   Realization Upon Defaulted Loans   321
Section 9.13   Foreclosure   324
Section 9.14   Operation of REO Property   324
Section 9.15   Sale of REO Property   328
Section 9.16   Realization on Collateral Security   329
Section 9.17   Sale of Defaulted Loans   330
Section 9.18   A/B Whole Loans   334
Section 9.19   Reserved   334
Section 9.20   Merger or Consolidation   334
Section 9.21   Resignation of Special Servicer   335
Section 9.22   Assignment or Delegation of Duties by Special Servicer   336
Section 9.23   Limitation on Liability of the Special Servicer and Others   337
Section 9.24   Indemnification; Third-Party Claims   340
Section 9.25   Reserved   342
Section 9.26   Special Servicer May Own Certificates   342
Section 9.27   Tax Reporting   342

  

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        Page
         
Section 9.28   Application of Funds Received   342
Section 9.29   Compliance with REMIC Provisions and Grantor Trust Provisions   343
Section 9.30   Termination   343
Section 9.31   Procedure Upon Termination   351
Section 9.32   Certain Special Servicer Reports   352
Section 9.33   Special Servicer to Cooperate with the Master Servicer, the Trustee, the Custodian and the Certificate Administrator   357
Section 9.34   Litigation Control   358
Section 9.35   Excluded Mortgage Loan Notices   362
         
ARTICLE X
CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS
REPRESENTATIVE, THE TRUST ADVISOR AND THE HOLDERS
OF THE SERVICED B NOTES AND SERVICED COMPANION LOANS
         
Section 10.1   Selection and Removal of the Controlling Class Representative   362
Section 10.2   Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders   364
Section 10.3   Rights and Powers of Controlling Class Representative   365
Section 10.4   Controlling Class Representative and Trust Advisor Contact with Master Servicer and Special Servicer   368
Section 10.5   Appointment, Duties and Compensation of the Trust Advisor   368
Section 10.6   Representations, Warranties and Covenants of the Trust Advisor   373
Section 10.7   Merger or Consolidation of the Trust Advisor   374
Section 10.8   Resignation of Trust Advisor   375
Section 10.9   Assignment or Delegation of Duties by Trust Advisor   376
Section 10.10   Limitation on Liability of the Trust Advisor and Others   376
Section 10.11   Indemnification; Third-Party Claims   378
Section 10.12   Termination of the Trust Advisor   379
Section 10.13   Rights of the Holders of a Serviced B Note and Serviced Companion Loan   383
Section 10.14   Rights of Non-Directing Holders   384
         
ARTICLE XI
PURCHASE AND TERMINATION OF THE TRUST
         
Section 11.1   Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans   385
Section 11.2   Procedure Upon Termination of Trust   388
Section 11.3   Additional Trust Termination Requirements   389
         
ARTICLE XII
REMIC AND GRANTOR TRUST ADMINISTRATION
         
Section 12.1   REMIC Administration   390
Section 12.2   Prohibited Transactions and Activities   396
Section 12.3   Modifications of Mortgage Loans   396

  

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        Page
         
Section 12.4   Liability with Respect to Certain Taxes and Loss of REMIC Status   397
Section 12.5   Grantor Trust   397
Section 12.6   Grantor Trust Reporting Requirements   398
         
ARTICLE XIII
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
         
Section 13.1   Intent of the Parties; Reasonableness   399
Section 13.2   Information to be Provided by the Master Servicer, the Special Servicer, the Custodian, any Primary Servicer and the Certificate Administrator   399
Section 13.3   Filing Obligations   402
Section 13.4   Form 10-D Filings   402
Section 13.5   Form 10-K Filing   405
Section 13.6   Sarbanes-Oxley Certification   407
Section 13.7   Form 8-K Filings   408
Section 13.8   Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports   410
Section 13.9   Annual Compliance Statements   411
Section 13.10   Annual Reports on Assessment of Compliance with Servicing Criteria   413
Section 13.11   Annual Independent Public Accountants’ Servicing Report   415
Section 13.12   Indemnification   416
Section 13.13   Amendments   420
Section 13.14   Exchange Act Report Signatures   420
Section 13.15   Significant Obligors   420
         
ARTICLE XIV
MISCELLANEOUS PROVISIONS
         
Section 14.1   Binding Nature of Agreement   422
Section 14.2   Entire Agreement   423
Section 14.3   Amendment   423
Section 14.4   GOVERNING LAW   425
Section 14.5   Notices   426
Section 14.6   Severability of Provisions   428
Section 14.7   Indulgences; No Waivers   428
Section 14.8   Headings Not to Affect Interpretation   428
Section 14.9   Benefits of Agreement   428
Section 14.10   Reserved   429
Section 14.11   Counterparts   429
Section 14.12   Intention of Parties   429
Section 14.13   Recordation of Agreement   430
Section 14.14   Rating Agency Surveillance Fees   431
Section 14.15   Waiver of Jury Trial   431
Section 14.16   Submission to Jurisdiction   431
Section 14.17   Limitation on Rights of Holders   431
Section 14.18   Acts of Holders of Certificates   432

  

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        Page
         
Section 14.19   Compliance with Patriot Act   434
Section 14.20   Precautionary Trust Indenture Act Provisions   434
Section 14.21   Limitation on Liability of the Depositor and Others   434
Section 14.22   PNC Bank, National Association   435

  

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EXHIBITS AND SCHEDULES
     
EXHIBIT A-1   Form of Class A-1 Certificate
EXHIBIT A-2   Form of Class A-2 Certificate
EXHIBIT A-3   Form of Class A-SB Certificate
EXHIBIT A-4   Form of Class A-3 Certificate
EXHIBIT A-5   Form of Class A-4 Certificate
EXHIBIT A-6   Form of Class X-A Certificate
EXHIBIT A-7   Form of Class A-S Certificate
EXHIBIT A-8   Form of Class B Certificate
EXHIBIT A-9   Form of Class C Certificate
EXHIBIT A-10   Form of Class X-B Certificate
EXHIBIT A-11   Form of Class X-D Certificate
EXHIBIT A-12   Form of Class X-F Certificate
EXHIBIT A-13   Form of Class X-G Certificate
EXHIBIT A-14   Form of Class X-H Certificate
EXHIBIT A-15   Form of Class X-J Certificate
EXHIBIT A-16   Form of Class D Certificate
EXHIBIT A-17   Form of Class E Certificate
EXHIBIT A-18   Form of Class F Certificate
EXHIBIT A-19   Form of Class G Certificate
EXHIBIT A-20   Form of Class H Certificate
EXHIBIT A-21   Form of Class J Certificate
EXHIBIT A-22   Form of Class V Certificate
EXHIBIT A-23   Form of Class R Certificate
EXHIBIT B-1   Form of Initial Certification (Section 2.2)
EXHIBIT B-2   Form of Final Certification (Section 2.2)
EXHIBIT C   Form of Request for Release
EXHIBIT D-1   Form of Transferor Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A   Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B   Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3   Form of Transfer Certificate to an Interest in a Rule 144A Global Certificate
EXHIBIT E-1   Form of Transferee Affidavit and Agreement (Class R) (Section 3.3(e))
EXHIBIT E-2   Form of Transferor Affidavit and Agreement (Class R) (Section 3.3(e))
EXHIBIT F   Form of Regulation S Certificate
EXHIBIT G   Form of Exchange Certification (“Exchange Certificate”)
EXHIBIT H   Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d))
EXHIBIT I-1A   Form of Investor Certification for Non-Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
EXHIBIT I-1B   Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)

  

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EXHIBIT I-1C   Form of Investor Certification for Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
EXHIBIT I-1D   Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
EXHIBIT I-1E   Form of Notice of Excluded Controlling Class Holder
EXHIBIT I-1F   Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
EXHIBIT I-1G   Form of Certification of the Controlling Class Representative
EXHIBIT J   Form of NRSRO Certification (“NRSRO Certification”)
EXHIBIT K   Form of Distribution Date Statement (“Distribution Date Statement”)
EXHIBIT L   Form of Trust Advisor Annual Report
EXHIBIT M   Form of Financial Market Publishers Certification (Section 5.4(h)) and CREFC® Certification (Section 5.4(k))
EXHIBIT N-1   [Reserved]
EXHIBIT N-2   [Reserved]
EXHIBIT O-1   Form of Power of Attorney to Master Servicer (Section 8.3(c))
EXHIBIT O-2   Form of Power of Attorney to Special Servicer (Section 9.3(a))
EXHIBIT P-1   Form of Certification (Section 13.6)
EXHIBIT P-2   Reporting Servicer Form of Performance Certification (Section 13.6)
EXHIBIT Q   [Reserved]
EXHIBIT R   [Reserved]
EXHIBIT S-1   Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT S-2   Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT T   Form of Note Holder Certification
     
SCHEDULE I   UBSRES Loan Schedule
SCHEDULE II   BANA Loan Schedule
SCHEDULE III   MSMCH Loan Schedule
SCHEDULE IV   [Reserved]
SCHEDULE V   List of Mortgage Loans Secured by the Interest of the Related Mortgagor under a Ground Lease, Space Lease or Air Rights Lease (Section 8.3(i))
SCHEDULE VI   List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a)
SCHEDULE VII   Certain Escrow Accounts for Which a Required Repair is Outstanding Under Section 5.1(g)
SCHEDULE VIII   Mortgage Loans as to Which a Lender Register is to be Maintained
SCHEDULE IX   Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy
SCHEDULE X   Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE XI   Additional Form 10-D Disclosure
SCHEDULE XII   Additional Form 10-K Disclosure
SCHEDULE XIII   Form 8-K Disclosure Information
SCHEDULE XIV   Additional Disclosure Notification
SCHEDULE XV   Seller Sub-Servicers

  

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SCHEDULE XVI   Letters of Credit
SCHEDULE XVII   Class A-SB Planned Principal Balance
SCHEDULE XVIII   Hospitality Properties Subject to Franchise, Management or Similar Agreement

  

-x-
 

 

THIS POOLING AND SERVICING AGREEMENT is dated as of December 1, 2015 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”), RIALTO CAPITAL ADVISORS, LLC, as special servicer (the “Special Servicer”), SITUS HOLDINGS, LLC, as trust advisor (the “Trust Advisor”), and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”).

 

PRELIMINARY STATEMENT

 

On the Closing Date, the Depositor will acquire the Mortgage Loans from UBS Real Estate Securities Inc., as seller (“UBSRES”), Bank of America, National Association, as seller (“BANA”), and Morgan Stanley Mortgage Capital Holdings LLC, as seller (“MSMCH”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III and (D) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

 

The Class A Senior Certificates and the Class X-A, Class A-S, Class B and Class C Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by the free

 

 
 

 

writing prospectuses dated November 18, 2015, November 25, 2015 and December 2, 2015 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated November 18, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, collectively, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

 

REMIC I

 

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

 

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

 

REMIC II

 

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

 

The following table sets forth the designation, the initial REMIC II Principal Amount, the corresponding Class of Principal Balance Certificates (the “Corresponding Certificates”) and corresponding Class X REMIC III Regular Interest (the “Corresponding Class X REMIC III Regular Interest”) with respect to each REMIC II Regular Interest. Each

 

2
 

 

REMIC II Regular Interest shall have a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time. The Class R Certificates will have no principal amount and no Pass-Through Rate, but (insofar as such Certificates represent the REMIC II Residual Interest) will entitle Holders thereof to receive the proceeds of any assets remaining in REMIC II after all the REMIC II Regular Interests have been paid in full.

 

Designations of
REMIC II
Regular Interests
Initial
REMIC II
Principal Amount
Corresponding
Certificates
Corresponding
Class X REMIC III

Regular Interest
       
A-1 $ 32,700,000 Class A-1 X-A-1
A-2 $ 6,300,000 Class A-2 X-A-2
A-SB $ 51,500,000 Class A-SB X-A-SB
A-3 $ 160,000,000 Class A-3 X-A-3
A-4 $ 313,000,000 Class A-4 X-A-4
A-S $ 48,300,000 Class A-S X-A-S
B $ 53,331,000 Class B X-B
C $ 37,231,000 Class C N/A
D $ 25,156,000 Class D X-D
E $ 18,113,000 Class E X-E
F $ 18,700,000 Class F X-F
G $ 10,481,000 Class G X-G
H $ 7,293,000 Class H X-H
J $ 22,895,200 Class J X-J

 

REMIC III

 

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

 

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

 

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and Class J Certificates have been reduced to zero and any Collateral Support Deficits previously allocated thereto (and any interest thereon) have been reimbursed.

 

Class Designation Initial Aggregate
Certificate Balance
or Notional Amount
Corresponding REMIC II Regular
Interest(s)
     
Class A-1 $ 32,700,000 A-1
Class A-2 $ 6,300,000 A-2
Class A-SB $ 51,500,000 A-SB
Class A-3 $ 160,000,000 A-3
Class A-4 $ 313,000,000 A-4
Class A-S $ 48,300,000 A-S
Class B $ 53,331,000 B
Class C $ 37,231,000 C
Class D $ 25,156,000 D
Class E $ 18,113,000 E
Class F $ 18,700,000 F
Class G $ 10,481,000 G
Class H $ 7,293,000 H
Class J $ 22,895,200 J
Class X-A(a) $ 563,500,000(b) A-1, A-2, A-SB, A-3 and A-4(c)
Class X-B(d) $ 101,631,000(b) A-S and B(e)
Class X-D(f) $ 43,269,000(b) D and E(g)
Class X-F(h) $ 18,700,000(b) F(i)
Class X-G(j) $ 10,481,000(b) G(k)
Class X-H(l) $ 7,293,000(b) H(m)
Class X-J(n) $ 22,895,200(b) J(o)

 

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

 

(b)Notional Amount equals the aggregate REMIC II Principal Amount of the Corresponding REMIC II Regular Interest(s).

 

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

 

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

 

(e)REMIC II Regular Interest A-S is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-S; and REMIC II Regular Interest B is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-B.

 

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

 

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(g)REMIC II Regular Interest D is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-D; and REMIC II Regular Interest E is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-E.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

GRANTOR TRUST

 

The parties intend that the portion of the Trust consisting of the segregated pool of assets consisting of the Class V Specific Grantor Trust Assets (if any) (such portion of the Trust, the “Grantor Trust”) be treated as a grantor trust under Subpart E of Part 1 of subchapter J of the Code, as an “investment trust” under Treasury Regulations Section 301.7701-4(c) and as a “domestic trust” under Treasury Regulations Section 301.7701-7. If any Class V Specific Grantor Trust Assets exist, then the Class V Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class V Specific Grantor Trust Assets. For federal income tax purposes the Certificate Administrator shall treat the Grantor Trust as a grantor trust and shall treat each Holder of a Class V Certificate as the owner of the individual, underlying assets represented by any such Certificate. In addition, to the fullest extent possible, ownership of a Class V Certificate shall be treated as direct ownership of the individual, underlying assets represented by such Certificate for federal income tax reporting purposes.

 

ARTICLE I
DEFINITIONS;
CALCULATIONS AND CERTAIN OTHER MATTERS

 

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

 

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

 

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

 

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17g-5 Indemnifying Party” means each of the 17g-5 Information Provider, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Certificate Registrar, the Trustee, the Custodian and (other than with respect to the Sellers, the Underwriters and the Initial Purchasers) the Master Servicer.

 

17g-5 Information Provider” means the Certificate Administrator.

 

17g-5 Information Provider’s Website” means the internet website of the 17g-5 Information Provider, initially located at www.ctslink.com, under the “NRSRO” tab of the respective transaction, access to which is limited to Rating Agencies and other NRSROs who have provided an NRSRO Certification.

 

30/360 Basis has the meaning set forth in the definition of REMIC I Net Mortgage Rate.

 

525 Seventh Avenue Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the 525 Seventh Avenue Mortgage Loan and the 525 Seventh Avenue Serviced Companion Loan.

 

525 Seventh Avenue Loan Pair” means, collectively, the 525 Seventh Avenue Mortgage Loan and the 525 Seventh Avenue Serviced Companion Loan.

 

525 Seventh Avenue Mortgage” means the Mortgage securing the 525 Seventh Avenue Loan Pair.

 

525 Seventh Avenue Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-2” and identified as “525 Seventh Avenue” on the Mortgage Loan Schedule and that is pari passu in right of payment with the 525 Seventh Avenue Serviced Companion Loan to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement. The 525 Seventh Avenue Mortgage Loan is a “Mortgage Loan.”

 

525 Seventh Avenue Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1,” “Note A-3” and “Note A-4” that are not included in the Trust and are pari passu in right of payment with the 525 Seventh Avenue Mortgage Loan to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement. The 525 Seventh Avenue Serviced Companion Loan is not a “Mortgage Loan.”

 

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

 

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

 

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

 

Acceptable Insurance Default” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any default arising when the related loan documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard, but subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the related Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate.

 

Accountant” means a person engaged in the practice of accounting who is Independent.

 

Accrued Certificate Interest” means: (a) with respect to any Class of Certificates (other than the Class X, Class V and Class R Certificates) for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date on the Aggregate Certificate Balance of such Class immediately prior to such Distribution Date at the applicable Pass-Through Rate for such Class and Distribution Date; and (b) with respect to any Class of Class X Certificates for any Distribution Date, all Accrued Interest with respect to the related Class X REMIC III Regular Interests for such Distribution Date. Accrued Certificate Interest will be calculated on a 30/360 Basis.

 

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

 

Acquisition Date” means the date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a REMIC Pool is deemed to

 

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have acquired a Mortgaged Property (or an interest therein, in the case of the Mortgaged Properties securing any A/B Whole Loan, Non-Serviced Mortgage Loan, Non-Serviced Companion Loan or Loan Pair).

 

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

 

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

 

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

 

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

 

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

 

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

 

Additional Trust Expense” means any of the following items: (i) Special Servicing Fees, Workout Fees and Liquidation Fees (in each case to the extent not collected from the related Mortgagor); (ii) Advance Interest that cannot be paid in accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan Master Servicer, the Trust Advisor (subject to the last sentence of this definition), any applicable Non-Serviced Mortgage Loan Special Servicer, the Trustee, the Custodian, the Certificate Administrator (or any other Person) pursuant to the terms of this Agreement; (iv) to the extent not otherwise paid, any federal, state, or local taxes imposed on the Trust or its assets and paid from amounts on deposit in the Collection Account or Distribution Account; and (v) subject to the last sentence of this definition, to the extent not otherwise covered by indemnification by one of the parties hereto or otherwise and not payable by the related Mortgagor under any Mortgage Loan, any other unanticipated cost, liability, or expense (or portion thereof) of the Trust (including costs of collecting such amounts or other Additional Trust Expenses) that the Trust has not recovered, and in the judgment of the Master Servicer (or Special Servicer) will not recover, from any other source; provided that, in the case of an A/B Whole Loan or Loan Pair, “Additional Trust Expense” shall not include any of the

 

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foregoing amounts to the extent that the payment of those expenses are allocated to a related Serviced B Note as a result of the subordination of such related Serviced B Note or to the related Serviced Companion Loan, in each case in accordance with the terms of the related Intercreditor Agreement. Notwithstanding anything to the contrary, “Additional Trust Expenses” shall not include (A) allocable overhead of the Master Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan Master Servicer, any applicable Non-Serviced Mortgage Loan Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Certificate Registrar, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses, and similar costs and expenses related to allocable overhead (and each of such parties shall be solely responsible for any such costs incurred by it), or (B) with respect to any of the Class F Certificates or the Control Eligible Certificates, Trust Advisor Expenses (including Excess Trust Advisor Expenses).

 

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

 

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

 

Advance Interest” means interest at the Advance Rate payable to the Master Servicer, the Special Servicer or the Trustee on outstanding Advances (other than Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any interest payable to any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to Section 4.4(c) hereof.

 

Advance Rate” means a per annum rate equal to the Prime Rate as published in the “Money Rates” section of The Wall Street Journal from time to time. If The Wall Street Journal ceases to publish the “prime rate,” then the Trustee shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body then the Trustee shall select a comparable interest rate index. In either case, such selection shall be made by the Trustee in its reasonable discretion and the Trustee shall notify the Master Servicer and the Special Servicer in writing of its selection.

 

Advance Report Date” means the second (2nd) Business Day prior to each Distribution Date.

 

Adverse Grantor Trust Event” means any action that, under the Code, if taken or not taken, as the case may be, would result in the imposition of an entity level tax on the income of the Grantor Trust or any of its assets or transactions.

 

Adverse REMIC Event” means any action that, under the REMIC Provisions, if taken or not taken, as the case may be, would either (i) endanger the status of any REMIC Pool as a REMIC or (ii) except as permitted by Section 9.14(e), result in the imposition of a tax upon the income of any REMIC Pool or any of its assets or transactions, including without limitation

 

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the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions set forth in Section 860G(d) of the Code.

 

Affected Reporting Party” has the meaning set forth in Section 13.12.

 

Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

Aggregate Certificate Balance” means, when used with respect to Certificates, means, at any time of determination, the aggregate of the Certificate Balances of any two or more Principal Balance Certificates or of all the Certificates of any particular Class or Classes of Principal Balance Certificates.

 

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

 

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

 

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

 

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

 

Applicable Control Party” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), A/B Whole Loan, Loan Pair or related REO Property, as the context may require, subject to the restrictions set forth in Section 10.1(c), the Controlling Class Representative, if any (during any Subordinate Control Period and except with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is the related Loan-Specific Directing Holder, and except with respect to an Excluded Mortgage Loan) or any related Loan-Specific Directing Holder (solely with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is the related Loan-Specific Directing Holder), as applicable. During any Collective Consultation Period and any Senior Consultation Period, there shall be no Applicable Control Party except: (i) to the extent provided for under the related Intercreditor Agreement, with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of a related B Note or Companion Loan (or

 

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controlling portion thereof), as applicable, or its designee is the related Loan-Specific Directing Holder; and (ii) with respect to the Controlling Class Representative if it is otherwise specifically granted consent rights during any Collective Consultation Period with respect to any particular matter as set forth herein. Provisions in this Agreement that contemplate any other Person having to obtain the consent or approval of, consult with or otherwise interact with an Applicable Control Party in circumstances involving a Mortgage Loan, A/B Whole Loan, Loan Pair or related REO Property as to which there is no Applicable Control Party shall be of no force and effect.

 

Applicable Laws” has the meaning set forth in Section 14.19.

 

Appraisal” means an appraisal by an Independent licensed MAI appraiser having at least five (5) years experience in appraising property of the same type as, and in the same geographic area as, the Mortgaged Property being appraised, which appraisal complies with the Uniform Standards of Professional Appraisal Practices and states the “market value” of the subject property as defined in 12 C.F.R. § 225.62.

 

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

 

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

 

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

 

(c)          solely in the case of a delinquent Balloon Payment, (i) the date occurring sixty (60) days beyond the date on which that Balloon Payment was due (except as described in the following clause (ii)) or (ii) if the related Mortgagor has delivered a refinancing commitment acceptable to the Special Servicer prior to the date sixty (60) days after maturity, the date occurring 120 days after the date on which that Balloon Payment was due (or for such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur);

 

(d)          that date on which the related Mortgaged Property became an REO Property;

 

(e)          the day on which Special Servicer receives notice that a receiver or similar official has been appointed (and continues in that capacity) in respect of the related Mortgaged Property;

 

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(f)          the date the related Mortgagor becomes subject to (i) a voluntary bankruptcy, insolvency or similar proceeding, or (ii) an involuntary bankruptcy, insolvency or similar proceeding that remains undismissed for sixty (60) days; or

 

(g)          the date on which such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, remains outstanding five (5) years following any extension of its maturity date pursuant to this Agreement.

 

Notwithstanding any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, an “Appraisal Event” shall occur upon receipt of notice from the related Non-Serviced Mortgage Loan Master Servicer of an “Appraisal Event” pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, upon which notice the parties hereto may conclusively rely.

 

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

 

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Required Appraisal Loan after it has been paid in full, liquidated, repurchased or otherwise disposed of; and provided, further, that any Appraisal Reduction in respect of any Non-Serviced Mortgage Loan shall be (x) calculated in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based upon the applicable allocation of the items set forth in clauses (A) and (B) above between the Non-Serviced Mortgage Loans and the related Non-Serviced Companion Loans and all other related pari passu loans and B Notes and (y) applied to any Non-Serviced Mortgage Loan to the extent notice of such Appraisal Reduction has been delivered to the Master Servicer by the related Non-Serviced Mortgage Loan Master Servicer. Receipt by the Master Servicer of a distribution date statement from the related Non-Serviced Mortgage Loan Master Servicer shall constitute notice of such Appraisal Reduction if such Appraisal Reduction information is contained therein, upon which the Master Servicer may conclusively rely without any independent calculation. Notwithstanding the foregoing, (1) if an Appraisal is required to be obtained in accordance with Section 6.9 of this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction shall equal 25% of the Stated Principal Balance of the related Required Appraisal Loan; provided that, upon receipt of an Appraisal, the Appraisal Reduction for such Required Appraisal Loan shall be recalculated in accordance with this definition without regard to this sentence and (2) with respect to any Non-Serviced Mortgage Loan, if the related Non-Serviced Mortgage Loan Master Servicer has not delivered notice of an Appraisal Reduction within 120 days following its notification of an Appraisal Event, then, until such notice is received and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction shall equal 25% of the Stated Principal Balance of such Non-Serviced Mortgage Loan; provided that, upon receipt of such notice, the Appraisal Reduction shall be the amount determined by such Non-Serviced Mortgage Loan Master Servicer.

 

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

 

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

 

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

 

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additional principal pursuant to the related Mortgage Loan documents) at the rate specified in the related Mortgage Note and the related Mortgagor is required to apply certain excess monthly cash flow generated by the related Mortgaged Property to the repayment of the outstanding principal balance on such Mortgage Loan. As of the Cut-off Date, the only ARD Loan related to the Trust is the Mortgage Loan identified as “Charles River Plaza North” on the Mortgage Loan Schedule.

 

ARD Mortgage Loan” means a Mortgage Loan that is an ARD Loan. As of the Cut-off Date, the only ARD Mortgage Loan related to the Trust is the Mortgage Loan identified as “Charles River Plaza North” on the Mortgage Loan Schedule.

 

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

 

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

 

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

 

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

 

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

 

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equal to the Scheduled Payment (or, in the case of a Balloon Mortgage Loan described in clause (i) of this definition, the Assumed Scheduled Payment) that was due in respect of the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan. The amount of the Assumed Scheduled Payment for any A Note shall be calculated solely by reference to the terms thereof (as modified in connection with any bankruptcy or similar proceeding involving the related Mortgagor or pursuant to a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof) and without regard to the remittance provisions of the related Intercreditor Agreement.

 

Assumption Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any and all assumption fees of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, for transactions effected under Section 8.7 and/or Section 9.5 (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (excluding assumption application fees) actually paid by the related Mortgagor in accordance with the related loan documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust (or, in the case of an A/B Whole Loan or a Loan Pair, on behalf of the Trust and the holder of any related Serviced B Note or Serviced Companion Loan, as applicable) pursuant to, or paid by the related Mortgagor with respect to, any transfer of an interest in such Mortgagor pursuant to Section 8.7 or Section 9.5, as applicable.

 

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

 

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

 

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

 

Available Distribution Amount” means, with respect to any Distribution Date, an amount equal to the aggregate, without duplication, of the following amounts payable with respect to the Certificates: (a) all amounts on deposit in the Distribution Account (or any subaccount thereof) as of the commencement of business on such Distribution Date that represent payments and other collections on or in respect of the Mortgage Loans and any REO Properties that were received by the Master Servicer or the Special Servicer through the end of the related Collection Period (together with any amounts received in respect of payments or other collections relating to any Non-Serviced Mortgage Loan from the related Non-Serviced Mortgage Loan Master Servicer as part of the applicable monthly remittance) exclusive of any portion thereof that represents one or more of the following: (i) any such amounts that were deposited in the Distribution Account in error, (ii) amounts that are payable or reimbursable to any Person other than the Holders of the Principal Balance Certificates and the Class X and Class R Certificates (including, without limitation, amounts payable (A) to the Master Servicer in respect of unpaid Master Servicing Fees, the Special Servicer in respect of unpaid Special Servicer Compensation, the Trust Advisor in respect of unpaid Trust Advisor Fees or Trust Advisor Consulting Fees (to the extent that such Trust Advisor Consulting Fee is actually

 

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received from the related Mortgagor), the Certificate Administrator in respect of unpaid Certificate Administrator Fees, including any portion of the Certificate Administrator Fees payable to the Trustee in respect of unpaid Trustee Fees or to the Custodian in respect of unpaid Custodian Fees or CREFC® in respect of unpaid CREFC® License Fees and/or (B) in reimbursement of outstanding Advances (with interest thereon)), (iii) amounts that constitute Prepayment Premiums, (iv) except with respect to the final Distribution Date, if such Distribution Date occurs during January, other than during a leap year, or February of any year, the Interest Reserve Amounts of one (1) day’s interest with respect to Interest Reserve Loans deposited in the Interest Reserve Account; (v) in the case of each REO Property related to an A/B Whole Loan or Loan Pair, all amounts received with respect to such A/B Whole Loan or Loan Pair that are required to be paid to the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the terms of the related Serviced B Note or Serviced Companion Loan, as applicable, and the related Intercreditor Agreement (which amounts will be deposited into the related Custodial Account pursuant to Section 5.1(c) and withdrawn from such account pursuant to Section 5.2(a)); and (vi) Scheduled Payments collected but due on a Due Date subsequent to the related Collection Period; and (b) if and to the extent not already among the amounts described in clause (a), (i) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for such Distribution Date on the Mortgage Loans pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest payments made by the Master Servicer on the Mortgage Loans for such Distribution Date pursuant to the terms hereof, (iii) if such Distribution Date occurs in March of any year, commencing March 2016, or on the final Distribution Date, the aggregate of the Interest Reserve Amounts then held on deposit in the Interest Reserve Account in respect of each Interest Reserve Loan; and (iv) any Balloon Payments received during the period that begins two (2) Business Days immediately preceding the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution Account pursuant to Section 5.2(c).

 

B Note” means (i) with respect to any A/B Whole Loan or Loan Pair, any related subordinated note not included in the Trust, which is subordinated in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement and (ii) the promissory note comprising the Charles River Plaza North B Note. The only B Note related to any Mortgage Loans included in the Trust on the Closing Date is the promissory note comprising the Charles River Plaza North B Note.

 

Balloon Loan” means a Mortgage Loan, A/B Whole Loan or Loan Pair that provides for Scheduled Payments based on an amortization schedule that is significantly longer than its term to maturity and that is expected to have a remaining principal balance equal to or greater than 5% of its Cut-Off Date Principal Balance as of its stated maturity date, unless prepaid prior thereto.

 

Balloon Mortgage Loan” means a Mortgage Loan that is a Balloon Loan.

 

Balloon Payment” means, with respect to any Balloon Loan (and any related B Note, Serviced Companion Loan or Non-Serviced Companion Loan), the Scheduled Payment payable on the Maturity Date of such Balloon Loan.

 

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BACM 2015-UBS7 Pooling and Servicing Agreement” means the pooling and servicing agreement, dated as of September 1, 2015, between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as trust advisor, and U.S. Bank National Association, as trustee, certificate administrator, certificate registrar, authenticating agent and custodian.

 

BANA” has the meaning set forth in the Preliminary Statement hereto.

 

BANA Lender Successor Borrower Right” has the meaning set forth in Section 8.3(h) hereof.

 

BANA Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement II and shown on Schedule II hereto (or, with respect to any Joint Mortgage Loan, BANA’s pro rata share of such Joint Mortgage Loans based on BANA’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan).

 

Bankruptcy Loss” means a loss arising from a proceeding under the United States Bankruptcy Code or any other similar state law or other proceeding with respect to the Mortgagor of, or Mortgaged Property under, a Mortgage Loan, A/B Whole Loan or Loan Pair, including, without limitation, any Deficient Valuation Amount or losses, if any, resulting from any Debt Service Reduction Amount for the month in which the related Distribution Date occurs.

 

Base Interest Fraction” means, with respect to any Principal Prepayment of any Mortgage Loan that provides for payment of a Prepayment Premium, and with respect to any Class of Principal Balance Certificates, a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on that Class of Certificates and (ii) the applicable Discount Rate and (B) whose denominator is the difference between (i) the Mortgage Rate on the related Mortgage Loan and (ii) the applicable Discount Rate, provided that under no circumstances will the Base Interest Fraction be greater than one. If the Discount Rate referred to above is greater than or equal to the Mortgage Rate on the related Mortgage Loan, then the Base Interest Fraction will equal zero; provided that if the Discount Rate referred to above is greater than or equal to the Mortgage Rate on the related Mortgage Loan, but is less than the Pass-Through Rate on the subject Class of Principal Balance Certificates, then the Base Interest Fraction shall be equal to 1.0.

 

Book-Entry Certificates” means any Certificates as to which ownership and transfer thereof shall be made through book entries as set forth in Section 3.7; provided, that after the occurrence of a condition whereupon book-entry registration and transfer are no longer authorized and Definitive Certificates are to be issued to the Certificate Owners, such certificates shall no longer be “Book-Entry Certificates.”

 

Borrower Party” means (a) a borrower, a Mortgagor, a Manager or any Affiliate thereof, (b) solely with respect to the ten (10) largest Mortgage Loans or groups of Crossed Mortgage Loans in the Trust Fund (based on their respective principal balances at the applicable time of determination), (i) any Person that owns, directly or indirectly, 25% or more

 

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of a borrower, Mortgagor or Manager of a Mortgaged Property or (ii) any Person that owns, directly or indirectly, 25% or more of a beneficial interest in any mezzanine lender of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine loan as set forth in clause (c) or (c) any mezzanine lender (or any Affiliate thereof) of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine loan (unless (A) acceleration was automatic under such mezzanine loan, (B) the event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate of such mezzanine lender and (C) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings with respect to such mezzanine loan against the equity interests in the Mortgagor(s) of such Mortgage Loan.

 

Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which the Federal Reserve or the New York Stock Exchange is closed, (iii) a legal holiday in New York, New York or any principal city (or cities) in which any of the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Master Servicer conducts servicing or trust operations or in which any such party’s corporate office or corporate trust office is located, or (iv) a day on which banking institutions or savings associations in New York, New York or any principal city (or cities) in which any of the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Master Servicer conducts servicing or trust operations or in which any such party’s corporate office or corporate trust office is located, are authorized or obligated by law or executive order to be closed.

 

Calculation Rate” means a discount rate appropriate for the type of cash flows being discounted, namely: (A) for principal and interest payments on a Mortgage Loan, Serviced B Note or Serviced Companion Loan or from the sale of a Defaulted Loan, the higher of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of the related Mortgagor as of such date of determination, and (2) the related Mortgage Rate based on its Unpaid Principal Balance; and (B) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.

 

Cape May Hotels Directing Holder” means the “Controlling Note Holder” or any analogous term under the Cape May Hotels Intercreditor Agreement.

 

Cape May Hotels Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the promissory notes comprising the Cape May Hotels Non-Serviced Loan Combination.

 

Cape May Hotels Mortgage” means the Mortgage securing the Cape May Hotels Non-Serviced Loan Combination.

 

Cape May Hotels Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-2” and identified as “Cape May Hotels” on the Mortgage Loan Schedule and that is pari passu in right of payment with the Cape May Hotels

 

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Non-Serviced Companion Loan to the extent set forth in the Cape May Hotels Intercreditor Agreement. The Cape May Hotels Mortgage Loan is a “Mortgage Loan.”

 

Cape May Hotels Non-Serviced Companion Loan” means the promissory note designated as “Note A-1” that is not included in the Trust and is pari passu in right of payment with the Cape May Hotels Mortgage Loan to the extent set forth in the Cape May Hotels Intercreditor Agreement. The Cape May Hotels Non-Serviced Companion Loan is not a “Mortgage Loan.”

 

Cape May Hotels Non-Serviced Loan Combination” means, collectively, the Cape May Hotels Mortgage Loan and the Cape May Hotels Non-Serviced Companion Loan.

 

Cash Liquidation” means, as to any Defaulted Loan other than a Mortgage Loan with respect to which the related Mortgaged Property became REO Property, the sale of such Defaulted Loan for cash. The Master Servicer shall maintain records in accordance with the Servicing Standard (and, in the case of Specially Serviced Mortgage Loans, based solely on the written reports with respect to such Cash Liquidation delivered by the Special Servicer to the Master Servicer), of each Cash Liquidation.

 

CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq.).

 

Certificate Administrator” means Wells Fargo Bank, National Association and any successor or assign, as provided herein. Wells Fargo Bank, National Association, will perform its duties as Certificate Administrator hereunder through its Corporate Trust Services division.

 

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

 

Certificate Administrator Fee Rate” means 0.0050% per annum, which rate includes the per annum rate applicable to calculation of the Trustee Fee and the Custodian Fee.

 

Certificate Administrator Indemnification Agreement” means that certain indemnification agreement, dated the Pricing Date, between the Certificate Administrator, the Depositor, the Initial Purchasers and the Underwriters, which agreement may be the same agreement as the Trustee Indemnification Agreement, if the Certificate Administrator and the Trustee are the same entity.

 

Certificate Administrator’s Website” means the internet website of the Certificate Administrator, initially located at www.ctslink.com.

 

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Certificate Balance” means, with respect to any Principal Balance Certificate, as of any date or time of determination, the maximum specified dollar amount of principal to which the Holder of such Certificate is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate (in the case of a Certificate), minus (a)(i) the amount of all principal distributions previously made pursuant to Section 6.5(a), (ii) all Collateral Support Deficits allocated pursuant to Section 6.6, and (iii) any Excess Trust Advisor Expenses allocated pursuant to Section 6.11, in each case with respect to such Certificate in reduction of its Certificate Balance, plus (b) any prior increase in the Certificate Balance of such Certificate attributable to the amounts identified in clause (I)(C) of the definition of “Principal Distribution Amount” with respect to any Distribution Date, plus (c) any prior increase in the Certificate Balance of such Certificate pursuant to Section 6.11 in connection with the allocation of Actual Recoveries of Trust Advisor Expenses. On each Distribution Date, prior to any distributions being made on such Distribution Date, the Certificate Balances of the Principal Balance Certificates will be increased by the aggregate of the amounts identified in clause (I)(C) of the definition of “Principal Distribution Amount” for such Distribution Date, such increase to be allocated to the respective Classes of the Principal Balance Certificates in descending sequential order of payment priority (i.e., to the most senior such Class first), in each case up to, and in reduction of, the amount of Collateral Support Deficits previously allocated thereto and not otherwise reimbursed hereunder. Any such increase in the Certificate Balances of the Principal Balance Certificates of any particular Class thereof shall, in turn, be allocable among such Principal Balance Certificates on a pro rata basis in accordance with their respective initial Certificate Balances.

 

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

 

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

 

Certificate Registrar” means the registrar appointed pursuant to Section 3.2, which initially shall be the Certificate Administrator. Wells Fargo Bank, National Association, will perform its duties as Certificate Registrar hereunder through its Corporate Trust Services division.

 

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

 

Certificates” means, collectively, the REMIC III Regular Certificates and the Class V and Class R Certificates.

 

Certification Parties” has the meaning set forth in Section 13.6 and shall also include such parties in an Other Securitization.

 

Certifying Certificateholder” means a Certificateholder or Certificate Owner that has provided the Certificate Administrator with an executed Investor Certification.

 

Certifying Person” has the meaning set forth in Section 13.6.

 

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Certifying Servicer” has the meaning set forth in Section 13.9.

 

Charles River Plaza North B Note” means the promissory note designated the “Junior Note” that is generally subordinate in right of payment to the Charles River Plaza North Mortgage Loan and the Charles River Plaza North Non-Serviced Companion Loan to the extent provided in the Charles River Plaza North Intercreditor Agreement. The Charles River Plaza North B Note is not a “Mortgage Loan” and is not included in the Trust.

 

Charles River Plaza North Directing Holder” means the “Controlling Note Holder” or analogous term, if any, under the Charles River Plaza North Intercreditor Agreement.

 

Charles River Plaza North Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the promissory notes comprising the Charles River Plaza North Non-Serviced Loan Combination.

 

Charles River Plaza North Mortgage” means the Mortgage securing the Charles River Plaza North Non-Serviced Loan Combination.

 

Charles River Plaza North Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-3-2” and identified as “Charles River Plaza North” on the Mortgage Loan Schedule and that is (a) pari passu in right of payment with the Charles River Plaza North Non-Serviced Companion Loan to the extent set forth in the Charles River Plaza North Intercreditor Agreement and (b) together with the Charles River Plaza North Non-Serviced Companion Loan, generally senior in right of payment to the Charles River Plaza North B Note to the extent set forth in the Charles River Plaza North Intercreditor Agreement. The Charles River Plaza North Mortgage Loan is a “Mortgage Loan.”

 

Charles River Plaza North Non-Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1,” “Note A-2” and “Note A-3-1” that are not included in the Trust and are pari passu in right of payment with the Charles River Plaza North Mortgage Loan to the extent set forth in the Charles River Plaza North Intercreditor Agreement and that are, together with the Charles River Plaza North Mortgage Loan, generally senior in right of payment to the Charles River Plaza North B Note to the extent set forth in the Charles River Plaza North Intercreditor Agreement. The Charles River Plaza North Non-Serviced Companion Loan is not a “Mortgage Loan.”

 

Charles River Plaza North Non-Serviced Loan Combination” means, collectively, the Charles River Plaza North Mortgage Loan, the Charles River Plaza North Non-Serviced Companion Loan and the Charles River Plaza North B Note.

 

Class” means all Certificates bearing the same alphabetic or alphanumeric class designation.

 

Class A Senior Certificates” means the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates and the Class A-4 Certificates.

 

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Class A-1 Certificates,” “Class A-2 Certificates,” “Class A-SB Certificates,” “Class A-3 Certificates,” “Class A-4 Certificates,” “Class A-S Certificates,” “Class X-A Certificates,” “Class X-B Certificates,” “Class X-D Certificates,” “Class X-F Certificates,” “Class X-G Certificates,” “Class X-H Certificates,” “Class X-J Certificates,” “Class B Certificates,” “Class C Certificates,” “Class D Certificates,” “Class E Certificates,” “Class F Certificates,” “Class G Certificates,” “Class H Certificates,” “Class J Certificates,” “Class V Certificates” and “Class R Certificates” mean, in each such case, the Certificates designated as “Class A-1,” “Class A-2,” “Class A-SB,” “Class A-3,” “Class A-4,” “Class A-S,” “Class X-A,” “Class X-B,” “Class X-D,” “Class X-F,” “Class X-G,” “Class X-H,” “Class X-J,” “Class B,” “Class C,” “Class D,” “Class E,” “Class F,” “Class G,” “Class H,” “Class J,” “Class V” and “Class R,” respectively, on the face thereof, in substantially the forms attached hereto as Exhibits A-1 to A-23.

 

Class V Specific Grantor Trust Assets” means that portion of the Trust consisting of any Excess Interest (whether now or hereafter arising) and the Excess Interest Sub-account.

 

Class X Certificate” means any Class X-A Certificate, Class X-B Certificate, Class X-D Certificate, Class X-F Certificate, Class X-G Certificate, Class X-H Certificate or Class X-J Certificate.

 

Class X-A REMIC III Regular Interest” means any of REMIC III Regular Interest X-A-1, REMIC III Regular Interest X-A-2, REMIC III Regular Interest X-A-SB, REMIC III Regular Interest X-A-3 and REMIC III Regular Interest X-A-4. The Class X-A REMIC III Regular Interests relate to, and are evidenced by, the Class X-A Certificates.

 

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

 

Class X-D REMIC III Regular Interest” means any of REMIC III Regular Interest X-D and REMIC III Regular Interest X-E. The Class X-D REMIC III Regular Interests relate to, and are evidenced by, the Class X-D Certificates.

 

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

 

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

 

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

 

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

 

Class X REMIC III Regular Interest” means any Class X-A REMIC III Regular Interest, Class X-B REMIC III Regular Interest, Class X-D REMIC III Regular Interest, Class X-F REMIC III Regular Interest, Class X-G REMIC III Regular Interest, Class X-H REMIC III Regular Interest or Class X-J REMIC III Regular Interest.

 

Class X Strip Rate” means, with respect to any REMIC II Regular Interest for any Distribution Date, the excess, if any, of the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over the Pass-Through Rate for the Class of Corresponding Certificates.

 

Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, which initially shall be the Depository.

 

Clearstream Bank” means Clearstream Banking, société anonyme.

 

Closing Date” means December 15, 2015.

 

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

 

Collateral Support Deficit” means:

 

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

 

(b) with respect to the REMIC II Regular Interests, as of any Distribution Date, following any deemed allocations of Trust Advisor Expenses to REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-SB, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4, REMIC II Regular Interest A-S, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D and REMIC II Regular Interest E on such Distribution Date pursuant to Section 6.11 and the deemed distributions with respect to the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.4, but prior to any reduction in the REMIC II Principal Amounts of the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.6(b), the amount, if any, by which (i) the then Aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loan)

 

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(for purposes of this calculation only, not giving effect to any reductions of such Aggregate Stated Principal Balance for principal payments received on the Mortgage Loans (including any REO Mortgage Loan) that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans (including any REO Mortgage Loan) for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances), is less than (ii) the then aggregate REMIC II Principal Amount of the REMIC II Regular Interests; and

 

(c) with respect to the Principal Balance Certificates, as of any Distribution Date, following any allocations of Trust Advisor Expenses to the Class A Senior Certificates and the Class A-S, Class B, Class C, Class D and Class E Certificates on such Distribution Date pursuant to Section 6.11 and the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, but prior to any reduction in the respective Certificate Balances of the Principal Balance Certificates on such Distribution Date pursuant to Section 6.6(c), the amount, if any, by which (i) the then Aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Aggregate Stated Principal Balance for principal payments received on the Mortgage Loans (including REO Mortgage Loans) that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans (including REO Mortgage Loans) for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances), is less than (ii) the then Aggregate Certificate Balance of the Principal Balance Certificates.

 

Collection Account” means one or more separate accounts established and maintained by the Master Servicer (or any Sub-Servicer on behalf of the Master Servicer) pursuant to Section 5.1(a).

 

Collection Period” means, with respect to any Distribution Date, the period beginning on the day after the Determination Date in the month preceding the month of such Distribution Date (or, in the case of the first (1st) Distribution Date, commencing immediately following the Cut-Off Date) and ending on the Determination Date in the month in which the Distribution Date occurs.

 

Collective Consultation Period” means (subject to the second sentence of the definition of “Senior Consultation Period” and the first proviso of the definition of “Subordinate Control Period”) any period when both (i) the Aggregate Certificate Balance of the Class G Certificates, as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9, is less than 25% of the initial Aggregate Certificate Balance of the Class G Certificates and (ii) the Aggregate Certificate Balance of the Class G Certificates, without regard to any Appraisal Reductions allocable to such Class in accordance with Section 6.9, is at least 25% of the initial Aggregate Certificate Balance of the Class G Certificates.

 

Commission” means the U.S. Securities and Exchange Commission.

 

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Compensating Interest” means with respect to any Distribution Date, an amount equal to the lesser of (A) the excess, if any, of (i) Prepayment Interest Shortfalls incurred during the related Collection Period in respect of all Mortgage Loans (and not in respect of any B Note, any Serviced Companion Loan, any Non-Serviced Companion Loan, any Specially Serviced Mortgage Loan or any Mortgage Loan that was previously a Specially Serviced Mortgage Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions) resulting from voluntary or involuntary Principal Prepayments made thereon over (ii) the aggregate of Prepayment Interest Excesses resulting from Principal Prepayments on such Mortgage Loans collected during the related Collection Period and (B) the aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate per annum equal to 0.00125% (0.125 basis points) for the related Collection Period calculated in respect of such Mortgage Loans (including any related REO Mortgage Loans), plus any investment income earned on the amount prepaid prior to such Distribution Date; provided that Compensating Interest shall only include (without regard to clause (B) above), the amount of any Prepayment Interest Shortfall otherwise described in clause (A) above incurred in connection with any Principal Prepayment received in respect of any such Mortgage Loan during the related Collection Period to the extent such Prepayment Interest Shortfall occurs as a result of the Master Servicer deviating, or allowing the related Mortgagor to deviate, from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (v) subsequent to a default or imminent default under the related loan documents if the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard, (w) if the related Mortgage Loan is a Specially Serviced Mortgage Loan, (x) in connection with the payment of Insurance Proceeds or Condemnation Proceeds unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan documents, (y) pursuant to applicable law or a court order or (z) at the request of or with the consent of the Special Servicer). For the avoidance of doubt, no Repurchased Loan shall be included as a Mortgage Loan for purposes of computing the amount of Compensating Interest. The Master Servicer’s obligations to pay any Compensating Interest, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, shall not be cumulative.

 

Condemnation Proceeds” means any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental authority or private entity with condemnation powers other than amounts to be applied to the restoration, preservation or repair of such Mortgaged Property or released to the related Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable) its related Serviced B Note or Serviced Companion Loan. With respect to any Mortgaged Property securing any A/B Whole Loan or Loan Pair, only an allocable portion of such Condemnation Proceeds shall be distributable to the Certificateholders. With respect to the Mortgaged Property securing any Non-Serviced Loan Combination, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds.

 

Consent Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related

 

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loan documents that does not involve a restructuring, modification, assumption, extension, waiver or amendment of the terms of such Mortgage Loan documents.

 

Control Eligible Certificates” means any of the Class G, Class H and Class J Certificates.

 

Controlling Class” means, as of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an Aggregate Certificate Balance (as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9) at least equal to 25% of the initial Aggregate Certificate Balance of such Class; provided that if no Class of Control Eligible Certificates has an Aggregate Certificate Balance (as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9) at least equal to 25% of the initial Aggregate Certificate Balance of such Class, then the Controlling Class shall be the most senior Class of Control Eligible Certificates; provided, further, that if at any time the Aggregate Certificate Balance of the Principal Balance Certificates (other than the Class F Certificates and the Control Eligible Certificates) has been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate Class of Control Eligible Certificates then outstanding that has an Aggregate Certificate Balance (without regard to any Appraisal Reductions allocable to such Class in accordance with Section 6.9) greater than zero. The Controlling Class as of the Closing Date will be the Class J Certificates.

 

Controlling Class Certificateholder” means each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar from time to time.

 

Controlling Class Representative” means the Controlling Class Certificateholder (or other representative) selected or designated, as applicable, in accordance with Section 10.1. There shall be no Controlling Class Representative with respect to any Excluded Mortgage Loan.

 

Controlling Person” means, with respect to any Person, any other Person who “controls” such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

 

Corporate Trust Office” means (i) with respect to the Trustee, the principal corporate trust office of the Trustee, presently located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Client Manager – Morgan Stanley Capital I Trust 2015-UBS8, and (ii) with respect to the Certificate Administrator, the office of the Certificate Administrator located, for certificate transfer purposes, at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: Bondholder Services – Morgan Stanley Capital I Trust 2015-UBS8, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Client Manager – Morgan Stanley Capital I Trust 2015-UBS8, or (iii) with respect to the Custodian, the office of the Custodian located at 1055 10th Avenue SE, Minneapolis, Minnesota 55414, Attention: Global Securities and Trust Services, Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8; or at such other

 

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address as the Trustee, Certificate Administrator or Custodian, as applicable, may designate from time to time by notice to the Certificateholders and each of the other Parties to this Agreement.

 

Corresponding Certificates” means the Class of Principal Balance Certificates designated as such in the Preliminary Statement with respect to any REMIC II Regular Interest.

 

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

 

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

 

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

 

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

 

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

 

CREFC® Bond Level File” means the data file (prepared by the Certificate Administrator) substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC®

 

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Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.

 

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

 

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

 

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

 

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

 

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

 

CREFC® Investor Reporting Package (IRP)” means:

 

(a)          The following seven (7) electronic files (and any other files as may become adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting 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;

 

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(b)          The following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds Report; and

 

(c)          such other reports as CREFC® may designate from time to time.

 

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

 

Account Name: Commercial Real Estate Finance Council (CREFC)

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397

 

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

 

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

 

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

 

CREFC® Loan Setup File” means the data file (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such

 

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additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.

 

CREFC® NOI Adjustment Worksheet” means a report prepared by the Master Servicer with respect to all the Non-Specially Serviced Mortgage Loans, and by the Special Servicer with respect to Specially Serviced Mortgage Loans and, if they relate to any REO Property or REO Mortgage Loans, which report shall be substantially in the form of, and contain the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.

 

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

 

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

 

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

 

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

 

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

 

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

 

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(including other portfolio review guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

 

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

 

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

 

CREFC® Website” means the CREFC®’s Website located at www.crefc.org or such other primary website as the CREFC® may establish for dissemination of its report forms.

 

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

 

CSAIL 2015-C3 Pooling and Servicing Agreement” means the pooling and servicing agreement, dated as of August 1, 2015, between Credit Suisse First Boston Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, certificate registrar, authenticating agent and custodian.

 

Custodial Account” means (i) with respect to any Serviced B Note, the related A/B Whole Loan Custodial Account and (ii) with respect to any Serviced Companion Loan, the related Serviced Companion Loan Custodial Account.

 

Custodian” means Wells Fargo Bank, National Association and any successor or assign, as provided herein. Wells Fargo Bank, National Association, will perform its duties as Custodian hereunder through its Document Custody division.

 

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

 

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

 

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

 

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Cut-Off Date” means the close of business on December 1, 2015. The Cut-Off Date for any Mortgage Loan, Serviced Companion Loan or Serviced B Note that has a Due Date on a date other than the first (1st) day of each month shall be the close of business on December 1, 2015, and for purposes of determining amounts allocable to the related Seller, Scheduled Payments due in December 2015 with respect to Mortgage Loans not having Due Dates on the first (1st) of each month have been deemed due and received on December 1, 2015, not the actual day or days on which such Scheduled Payments were due.

 

Cut-Off Date Principal Balance” means, with respect to any Mortgage Loan, Serviced B Note, A/B Whole Loan, Serviced Companion Loan or Loan Pair, the unpaid principal balance thereof as of its Due Date in December 2015, after application of all payments of principal due on or before such date, whether or not received.

 

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

 

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

 

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

 

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

 

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

 

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Loan documents and without regard to any acceleration of payments under the related Mortgage Loan documents or (ii) as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Determination Date” means the 11th calendar day of each month or, if such day is not a Business Day, the next succeeding Business Day, commencing in January 2016.

 

Directly Operate” means, with respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust, or the performance of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

 

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

 

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Discount Rate” means, for the purposes of the distribution of Prepayment Premiums, (i) if a discount rate was used in the calculation of the applicable Prepayment Premium pursuant to the terms of the related Mortgage Loan, that discount rate, converted (if necessary) to a monthly equivalent yield, and (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium pursuant to the terms of the related Mortgage Loan, the rate which, when compounded monthly, is equivalent to the Treasury Rate when compounded semi-annually. “Treasury Rate” is the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15–Selected Interest Rates under the heading “U.S. government securities/Treasury constant maturities” for the week ending prior to the date of the relevant Principal Prepayment, of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date (or Anticipated Repayment Date, if applicable) of the Mortgage Loan prepaid. If Release H.15 is no longer published, the Certificate Administrator will select a comparable publication to determine the Treasury Rate.

 

Dispute” means, with respect to any Demand, any disagreement (whether oral or in writing) between the applicable Request Recipient and the Person making such Demand whether to pursue or act in accordance with, as applicable, such Demand.

 

Disqualified Organization” means any of (i) the United States, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code, and (v) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel that the holding of an ownership interest in a Class R Certificate by such Person may cause (A) any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that the Certificates are outstanding, or (B) any of REMIC I, REMIC II or REMIC III or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Class R Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

 

Distributable Certificate Interest” means, with respect to any Class of REMIC III Regular Certificates for any Distribution Date, the sum of: (A) Accrued Certificate Interest in respect of such Class for such Distribution Date, reduced (to not less than zero) by (1) first, any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such Class pursuant to Section 6.7, (2) second, with respect to each Class of the Class B, Class C, Class D and Class E Certificates, any Trust Advisor Expenses allocated on such Distribution Date to such Class in reduction of the Distributable Certificate Interest thereon pursuant to Section 6.11, and (3) third, with respect to each Class of the Class C, Class D and Class E Certificates, any

 

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amounts reimbursable in accordance with Section 6.11(c), out of amounts otherwise distributable as interest in respect of such Class, to any more senior Class of Certificates on such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to such more senior Class of Certificates pursuant to Section 6.11, plus (B) if such Distribution Date is subsequent to the initial Distribution Date, any Unpaid Interest in respect of such Class for such Distribution Date, plus (C) in the case of a Class of Principal Balance Certificates, if the Aggregate Certificate Balance of such Class of Certificates is increased on such Distribution Date in accordance with clause (b) of the definition of “Certificate Balance”, the total amount of interest at the applicable Pass-Through Rate that would have accrued and been distributable with respect to the amount by which the related Aggregate Certificate Balance of such Class of Certificates was so increased, if such Aggregate Certificate Balance of such Class of Certificates had not been reduced by that amount in connection with the allocation of Collateral Support Deficits in the first place, and assuming that any reinstatements of the Aggregate Certificate Balance of such Class of Certificates are in reverse order of the original reductions therein, plus (D) in the case of each Class of the Class B, Class C, Class D and Class E Certificates, the amount of any Actual Recoveries of Trust Advisor Expenses allocated in accordance with Section 6.11(c) to such Class of Certificates to increase the Distributable Certificate Interest thereof for such Distribution Date, plus (E) in the case of each Class of the Class B, Class C and Class D Certificates, any amounts reimbursed in accordance with Section 6.11(c) to such Class of Certificates by any more junior Class of Certificates on such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to the subject Class of Certificates pursuant to Section 6.11. Any increase in the Distributable Certificate Interest with respect to any Class of Principal Balance Certificates for any Distribution Date pursuant to clause (C) of the prior sentence shall result in a corresponding reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect of such Class of Principal Balance Certificates.

 

Distributable Interest” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest for any Distribution Date, the sum of (A) Accrued Interest in respect of such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, for such Distribution Date, reduced (to not less than zero) by (1) first, any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, pursuant to Section 6.7, and (2) second, in the case of each of REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D and REMIC II Regular Interest E, the aggregate amount in respect of the Class of Principal Balance Certificates with the same alphabetic designation for such Distribution Date described in clause (A)(2) and clause (A)(3) of the definition of “Distributable Certificate Interest”, plus (B) if such Distribution Date is subsequent to the initial Distribution Date, any Unpaid Interest in respect of such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, for such Distribution Date, plus (C) in the case of a REMIC II Regular Interest, if the REMIC II Principal Amount of such REMIC II Regular Interest is increased on such Distribution Date in accordance with the definition of “REMIC II Principal Amount” in conjunction with an increase in the Aggregate Certificate Balance of the Class of Corresponding Certificates, the total amount of interest at the applicable Pass-Through Rate that would have accrued and been distributable with respect to the amount by which the related REMIC II Principal Amount was so increased, if such REMIC II

 

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Principal Amount had not been reduced by that amount in connection with the allocation of Collateral Support Deficits in the first place and assuming that the reinstatement of REMIC II Principal Amount is in reverse order of the original reductions therein, plus (D) in the case of each of REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D and REMIC II Regular Interest E, the aggregate amount in respect thereof (or in respect of the Class of Corresponding Certificates) for such Distribution Date described in clause (D) and clause (E) of the definition of “Distributable Certificate Interest”. Any increase in the Distributable Interest with respect to any REMIC II Regular Interest for any Distribution Date pursuant to clause (C) of the prior sentence shall result in a corresponding reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect of such REMIC II Regular Interest.

 

Distribution Account” means, collectively, the Distribution Account maintained by the Certificate Administrator on behalf of the Trustee, in accordance with the provisions of Section 5.3 and the Excess Interest Sub-account.

 

Distribution Date” means, with respect to any Determination Date, the fourth (4th) Business Day after the related Determination Date, commencing in January 2016. The first Distribution Date shall be January 15, 2016.

 

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

 

(a)          the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates;

 

(b)          the amount of the distribution on such Distribution Date to the Holders of each Class of REMIC III Regular Certificates allocable to the interest distributable on such Class of Certificates;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(j)          the amount of the distribution on such Distribution Date to the Holders of any Class of REMIC III Regular Certificates allocable to Prepayment Premiums;

 

(k)         the total Distributable Certificate Interest for each Class of Certificates for such Distribution Date, whether or not paid;

 

(l)          the Pass-Through Rate in effect for each Class of REMIC III Regular Certificates for such Distribution Date;

 

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

 

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

 

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

 

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

 

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

 

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

 

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(s)         the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement of Collateral Support Deficits and Trust Advisor Expenses previously allocated thereto;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Eligible Account” means an account (or accounts) that is any of the following: (i) maintained with a depository institution or trust company (A) whose commercial paper, short-term unsecured debt obligations or other short-term deposits are rated at least “P-1” by Moody’s, at least “F1” by Fitch and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, at least “A” by Fitch and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long term unsecured debt rating shall be at least “A2” from Moody’s, at least “A” from Fitch and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the account for more than 30 days or Wells Fargo Bank, National Association’s commercial paper, short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s, “F2” from Fitch and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the account for 30 days or less, (iii) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company (which, subject to the remainder of this clause (iii), may include the Certificate Administrator, the Custodian or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit

 

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similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, (iv) an account or accounts maintained with PNC Bank, National Association so long as such entity’s long-term unsecured debt obligations or deposit account rating shall be at least “A2” from Moody’s, at least “A” by DBRS or, if not rated by DBRS, an equivalent or higher rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s) and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), if the debt or deposits are to be held in the account for more than thirty (30) days or such entity’s commercial paper, short-term deposit account or short-term unsecured debt obligation rating shall be at least “P-1” from Moody’s, at least “R-1 (middle)” in the case of DBRS or, if not rated by DBRS, an equivalent or higher rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s) and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the account for thirty (30) days or less, (v) an account other than one listed in clauses (i)(iv) above that is maintained with any insured depository institution that is the subject of a Rating Agency Confirmation from each and every Rating Agency or (vi) an account that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i), (ii) and (iv) above that is the subject of a Rating Agency Confirmation from Morningstar and each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.

 

Eligible Investments” means any one or more of the following financial assets or other property:

 

(i)          direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;

 

(ii)        demand or time deposits in, unsecured certificates of deposit of, money market deposit accounts of, or bankers’ acceptances issued by, any depository institution or trust company (including the Trustee, the Custodian, the Master Servicer, the Certificate Administrator or any Affiliate of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator, acting in its commercial capacity) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short-term debt obligations of such depository institution or trust company are rated in the highest short-term debt rating category of each of Moody’s and Fitch, or in the case of any such Rating Agency such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and by Morningstar and, if the investment described in this clause has a term in excess of three months, the long-term debt obligations of such depository institution or trust company have been assigned a rating by each Rating Agency at least equal to “AAA” (or the equivalent) by each of the Rating Agencies (provided, that if such entity is not rated by Fitch, then (A) an equivalent (or higher) rating such as that listed above by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) has been assigned to the long-term debt obligations of such depository institution or trust company or (B) each of Fitch and Morningstar has issued a Rating Agency Confirmation with respect to such investment as an Eligible Investment);

 

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

 

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

 

(v)          guaranteed reinvestment agreements maturing within 365 days or less issued by any bank, insurance company or other corporation the short-term unsecured debt obligations of which are rated in the highest short-term debt rating category of each of Moody’s (or such lower rating for which Rating Agency Confirmation is obtained from Moody’s and Morningstar) and Fitch (or such lower rating for which Rating Agency Confirmation is obtained from Fitch and Morningstar) and the long-term unsecured debt obligations of which are rated in the highest long-term category by Moody’s (or such lower rating for which each of Moody’s and Morningstar has provided a Rating Agency Confirmation) and in the highest long-term category by Fitch (or such lower rating for which each of Fitch and Morningstar has provided a Rating Agency Confirmation);

 

(vi)        Wells Fargo Advantage Heritage Money Market Fund or any other money market funds (including those managed or advised by the Certificate Administrator or its affiliates) that (A) maintain a constant asset value and that are rated by each of Moody’s and Fitch in their highest money market fund ratings category, or as confirmed in a Rating Agency Confirmation by Moody’s, Fitch and Morningstar or (B)(1) have substantially all of its assets invested continuously in the types of investments referred to in clause (i) above, (2) has net assets of not less than $5,000,000,000, and (3) has the highest rating obtainable for money market funds from Moody’s, Fitch and Morningstar;

 

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(vii)       an obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (ii) - (vi) above, and is the subject of a Rating Agency Confirmation from Morningstar and each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation, security or investment; and

 

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

 

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

 

Eligible Trust Advisor” means an entity that (i) (A) is (or as to which each of the personnel responsible for supervising the obligations of the Trust Advisor is) (I) regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (II) has (or as to which each of the personnel responsible for supervising the obligations of the Trust Advisor has) at least five (5) years of experience in commercial real estate asset management and in the workout and management of distressed commercial real estate assets or (B) is the special servicer or trust advisor/operating advisor on a commercial mortgage-backed securities transaction rated by DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P (including, in the case of Situs Holdings, LLC, this transaction) but has not been special servicer on a transaction for which DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) is not the Depositor, a Seller, the Master Servicer, the Special Servicer or any Affiliate of any of the foregoing, (iii) can and will make the representations and

 

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warranties set forth in Section 10.6, (iv) is not the Controlling Class Representative, a Loan-Specific Directing Holder or an Affiliate of the Controlling Class Representative or a Loan-Specific Directing Holder and (v) has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.

 

Ellenton Premium Outlets Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the Ellenton Premium Outlets Mortgage Loan and the Ellenton Premium Outlets Serviced Companion Loan.

 

Ellenton Premium Outlets Loan Pair” means, collectively, the Ellenton Premium Outlets Mortgage Loan and the Ellenton Premium Outlets Serviced Companion Loan.

 

Ellenton Premium Outlets Mortgage” means the Mortgage securing the Ellenton Premium Outlets Loan Pair.

 

Ellenton Premium Outlets Mortgage Loan” means the Mortgage Loan collectively evidenced by the promissory notes designated “Note A-1” and “Note A-3” and identified as “Ellenton Premium Outlets” on the Mortgage Loan Schedule and that is pari passu in right of payment with the Ellenton Premium Outlets Serviced Companion Loan to the extent set forth in the Ellenton Premium Outlets Intercreditor Agreement. The Ellenton Premium Outlets Mortgage Loan is a “Mortgage Loan.”

 

Ellenton Premium Outlets Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-2” and “Note A-4” that are not included in the Trust and are pari passu in right of payment with the Ellenton Premium Outlets Mortgage Loan to the extent set forth in the Ellenton Premium Outlets Intercreditor Agreement. The Ellenton Premium Outlets Serviced Companion Loan is not a “Mortgage Loan.”

 

Environmental Insurance Policy” means, with respect to any Mortgage Loan or the related Mortgaged Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgage Loan, Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.

 

Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions, now or hereafter in effect, relating to health or the environment or to emissions, discharges or releases of chemical substances, including, without limitation, any and all pollutants, contaminants, petroleum or petroleum products, asbestos or asbestos-containing materials, polychlorinated biphenyls, urea-formaldehyde insulation, radon, industrial, toxic or hazardous substances or wastes, into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, labeling, registration, treatment, storage, disposal, transport or handling of any of the foregoing substances or wastes or the clean-up or other remediation thereof.

 

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ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

 

Escrow Account” means an account established by or on behalf of the Master Servicer pursuant to, and in accordance with the requirements of, Section 8.3(e).

 

Escrow Amount” means any amount payable with respect to a Mortgage Loan, A/B Whole Loan or Loan Pair for taxes, assessments, water rates, Standard Hazard Insurance Policy premiums, ground lease payments, reserves for capital improvements, deferred maintenance, repairs, tenant improvements, leasing commissions, rental achievements, environmental matters and other reserves or comparable items.

 

Euroclear Bank” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

 

Excess Interest” means, with respect to any ARD Mortgage Loan that is not prepaid in full on or before its Anticipated Repayment Date, the excess, if any of (i) interest accrued at the rate of interest applicable to such Mortgage Loan after such Anticipated Repayment Date (plus any interest on such interest as may be provided for under the related Mortgage Loan documents) over (ii) interest accrued at the rate of interest applicable to such Mortgage Loan before such Anticipated Repayment Date, to the extent such excess interest is payable under the related Mortgage Loan documents only after the outstanding principal balance of the related ARD Mortgage Loan has been paid in full. Excess Interest on an ARD Mortgage Loan is an asset of the Trust, but shall not be an asset of any REMIC Pool formed hereunder.

 

Excess Interest Sub-account” means an administrative account that is (or, to the extent it is established as a separate account, is deemed to be) a sub-account of the Distribution Account; provided, that any separate account constituting the Excess Interest Sub-account shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, Class V, Excess Interest Sub-account” and shall conform to the requirements applicable to the Distribution Account set forth in Section 5.3(a). The Excess Interest Sub-account shall not be an asset of any REMIC Pool.

 

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

 

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only the portion of such proceeds that are allocated to the Trust pursuant to the related Intercreditor Agreement.

 

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

 

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

 

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

 

Excess Servicing Fee” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto), that portion of the Master

 

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Servicing Fee that accrues in the same manner as the Master Servicing Fee at a per annum rate equal to the Excess Servicing Fee Rate.

 

Excess Servicing Fee Rate” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Master Servicing Fee Rate minus (i) any primary servicing fee rate payable to a third-party primary servicer and (ii) 0.0025% (0.25 basis points); provided, that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 8.22 of this Agreement (if no successor is appointed in accordance with such Section) or any termination of the Master Servicer pursuant to Section 8.28 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 8.22(b) of this Agreement.

 

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

 

Excess Trust Advisor Expenses” means, with respect to each Distribution Date, an amount equal to the positive amount, if any, of the Trust Advisor Expenses for such Distribution Date, less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Distributable Certificate Interest of the Class B, Class C, Class D and Class E Certificates for such Distribution Date.

 

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 

Exchange Act Filing” means each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the EDGAR system.

 

Exchange Certification” means an Exchange Certification substantially in the form set forth in Exhibit G hereto executed by a holder of an interest in a Regulation S Global Certificate or a Rule 144A Global Certificate, as applicable.

 

Excluded Controlling Class Holder” means, with respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Mortgage Loan. Promptly upon obtaining actual knowledge of any such Controlling Class Representative or Controlling Class Certificateholder becoming an “Excluded Controlling Class Holder”, such Controlling Class Representative or Controlling Class Certificateholder shall provide notice in the form of Exhibit I-1E hereto to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically (with a copy electronically) delivered in accordance with Section 14.5 of this Agreement and shall specifically identify the Excluded Controlling Class Holder, the Aggregate Certificate Balance of the Controlling Class Certificates owned by such Holder and

 

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the subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit I-1F hereto, which such notice shall provide each Certificate Administrator Website user identification associated with such Excluded Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as provided in this Agreement.

 

Excluded Controlling Class Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date of determination, the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing Date, there are no Excluded Controlling Class Mortgage Loans related to the Trust.

 

Excluded Information” means, with respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports (related to Specially Serviced Mortgage Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates, Trust Advisor Annual Reports (it being understood that the Trust Advisor’s Annual Report relating to all Mortgage Loans other than any Excluded Special Servicer Mortgage Loans shall be provided to the Special Servicer and the Trust Advisor’s special annual report that includes information about the Excluded Special Servicer Mortgage Loan shall be provided to the related Excluded Special Servicer), any determination of the Special Servicer’s net present value calculation, any Appraisal Reduction calculations, environmental assessments, seismic reports and property condition reports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded Controlling Class Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level). For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (IRP) (other than the CREFC® Special Servicer Loan File relating to such Excluded Controlling Class Mortgage Loan) shall not be “Excluded Information”. Each of the Master Servicer, the Special Servicer and the Trust Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 8.31 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided in Section 8.31 hereof.

 

Excluded Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date of determination, the Controlling Class Representative or any Majority Controlling Class Certificateholder is a Borrower Party. As of the Closing Date, there are no Excluded Mortgage Loans related to the Trust.

 

Excluded Special Servicer” means, with respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower Party and meeting such other standards for a Special Servicer as are set forth in Section 9.30(g).

 

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Excluded Special Servicer Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date of determination, the Special Servicer is a Borrower Party. As of the Closing Date, there are no Excluded Special Servicer Mortgage Loans related to the Trust.

 

Exemption” means each of the individual prohibited transaction exemptions, if any, relating to pass-through certificates and the operation of asset pool investment trusts granted by the United States Department of Labor to one or more of the Underwriters and Initial Purchasers, as amended.

 

Expense Loss” means a loss realized upon payment by the Trust of an Additional Trust Expense.

 

Extension” has the meaning set forth in Section 9.15(a).

 

Fannie Mae” means the Federal National Mortgage Association, or any successor thereto.

 

FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

 

Final Asset Status Report” means, with respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Controlling Class Representative or any related Loan-Specific Directing Holder, in each case, which does not include any communications (other than the related Final Asset Status Report itself) between the Special Servicer and the Controlling Class Representative or any related Loan-Specific Directing Holder, as applicable, with respect to such Specially Serviced Mortgage Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless (i) any Applicable Control Party has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement in respect of such actions, or has been deemed to have approved or consented to such actions, or (ii) the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.

 

Final Certification” has the meaning set forth in Section 2.2.

 

Final Judicial Determination” has the meaning set forth in Section 2.3(a).

 

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

 

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

 

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Mortgage Loan, Serviced B Note, Serviced Companion Loan or REO Property, without regard to any obligation of the Master Servicer, the Special Servicer or the Trustee, as the case may be, to make payments from its own funds pursuant to Article IV hereof, have been recovered.

 

Final Scheduled Distribution Date” means, for each Class of rated Certificates, the Distribution Date on which such Class would be paid in full if payments were made on the Mortgage Loans in accordance with their terms, except that ARD Mortgage Loans are assumed to be repaid on their Anticipated Repayment Dates.

 

Financial Market Publishers” means BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson Reuters, CMBS.com, Inc., Intex Solutions, Inc. and Markit Group Limited, or any successor entities thereof.

 

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

 

Form 8-K Disclosure Information” has the meaning set forth in Section 13.7.

 

Franchise Mortgage Loan” has the meaning set forth in Section 2.1(d).

 

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

 

Freddie Mac” means the Federal Home Loan Mortgage Corporation, or any successor thereto.

 

Global Certificate” means any Registered Global Certificate, Rule 144A Global Certificate, Regulation S Temporary Global Certificate or Regulation S Permanent Global Certificate.

 

Government Securities” has the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended.

 

Grantor Trust” has the meaning set forth in the Preliminary Statement hereto.

 

Grove City Premium Outlets Companion Loan” means the promissory notes designated “Note A-2,” “Note A-3,” “Note A-4” and “Note A-5” that are not included in the Trust and are secured on a pari passu basis with the Grove City Premium Outlets Mortgage Loan to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement. The Grove City Premium Outlets Companion Loan is not a “Mortgage Loan.” Prior to the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Companion Loan shall be a “Serviced Companion Loan.” On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Companion Loan shall be a “Non-Serviced Companion Loan.”

 

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

 

Grove City Premium Outlets Directing Holder” means the “Controlling Note Holder” or any analogous term under the Grove City Premium Outlets Intercreditor Agreement.

 

Grove City Premium Outlets Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan.

 

Grove City Premium Outlets Loan Pair” means, collectively, the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination.”

 

Grove City Premium Outlets Mortgage” means the Mortgage securing the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan.

 

Grove City Premium Outlets Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated as “Note A-1” and identified as “Grove City Premium Outlets” on the Mortgage Loan Schedule, and that is pari passu in right of payment with the Grove City Premium Outlets Companion Loan to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement. Prior to the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan shall be a “Serviced Pari Passu Mortgage Loan.” On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan shall be a “Non-Serviced Mortgage Loan.”

 

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

 

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

 

Gulfport Premium Outlets Directing Holder” means the “Controlling Note Holder” or any analogous term under the Gulfport Premium Outlets Intercreditor Agreement.

 

Gulfport Premium Outlets Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan.

 

Gulfport Premium Outlets Loan Pair” means, collectively, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination.”

 

Gulfport Premium Outlets Mortgage” means the Mortgage securing the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan.

 

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

 

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

 

Holder” means the Person in whose name a Certificate is registered on the Certificate Register (and, solely for the purposes of distributing reports, statements or other information pursuant to this Agreement, any Certificate Owner or potential transferee of a

 

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Certificate to the extent the Person distributing such information has been provided with an Investor Certification; provided, that this Agreement, the Final Prospectus, the Distribution Date Statements and the Exchange Act Reports shall be made available to the general public). Solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or, subject to the provisos in the last sentence of this definition, any Borrower Party (which determination shall be based upon such party’s representations in an Investor Certification submitted by such party, upon which the Certificate Registrar shall be entitled to conclusively rely) shall be deemed not to be outstanding and the Voting Rights to which they are 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. Subject to the last sentence of this definition, for purposes of obtaining the consent of Certificateholders to any action under this Agreement including any action proposed to be taken by the Special Servicer with respect to a Specially Serviced Mortgage Loan or any Excluded Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan, any Certificates that the applicable Responsible Officer has actual knowledge are beneficially owned by the Special Servicer or the Excluded Special Servicer, as applicable, or an Affiliate thereof shall be deemed not to be outstanding. Notwithstanding the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Trust Advisor, the Certificate Administrator, the Custodian or any of their Affiliates shall be outstanding if such amendment does not relate to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Trust Advisor, the Certificate Administrator, the Custodian or any of their Affiliates, in which case such Certificates shall be deemed not to be outstanding. Also, notwithstanding the foregoing, subject to any restrictions set forth in Section 10.1(c), the restrictions above shall not apply to the exercise of the rights of the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, if any, as a member of the Controlling Class.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Insurance Proceeds” means amounts paid by the insurer under any Insurance Policy in connection with a Mortgage Loan, Serviced B Note or Serviced Companion Loan, other than amounts required to be paid over to the Mortgagor pursuant to law and the related Mortgage Loan documents in accordance with the Servicing Standard. With respect to any Mortgaged Property securing any A/B Whole Loan or Loan Pair, only an allocable portion of

 

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such Insurance Proceeds shall be distributable to the Certificateholders. With respect to the Mortgaged Property securing any Non-Serviced Loan Combination, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Insurance Proceeds.

 

Intercreditor Agreement” means: (a) with respect to an A/B Whole Loan, the related intercreditor, co-lender or similar agreement in effect from time to time by and between the holder of the related A Note(s) and the holder of any related Serviced B Note relating to the relative rights of such holders; (b) with respect to a Loan Pair, the related intercreditor, co-lender or similar agreement in effect from time to time by and between the holders of the related Serviced Pari Passu Mortgage Loan, the related Serviced Companion Loan and any related Serviced B Note relating to the relative rights of such holders; (c) with respect to any Non-Serviced Loan Combination, the related intercreditor agreement, co-lender agreement or similar agreement(s) in effect from time to time between the holders of the related Non-Serviced Companion Loan and Non-Serviced Mortgage Loan and any related B Note; and (d) solely with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and the provisions of Section 8.30 hereof.

 

Interest Accrual Period” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest, Class X REMIC III Regular Interest, Class of REMIC III Regular Certificates or REMIC III Regular Interest, the period beginning on the first (1st) day of the month preceding the month in which such Distribution Date occurs and ending on the last day of the month immediately preceding the month in which such Distribution Date occurs.

 

Interest Reserve Account” means any Interest Reserve Account maintained by the Certificate Administrator pursuant to Section 5.3(a), which shall be a subaccount of an Eligible Account.

 

Interest Reserve Amount” has the meaning set forth in Section 5.3(b).

 

Interest Reserve Loans” means the Mortgage Loans that bear interest other than on a 30/360 Basis.

 

Interested Person” means, as of any date of determination, the Master Servicer, any Special Servicer, the Depositor, the holder of a Serviced B Note or Serviced Companion Loan (or any portion thereof), a Holder or Certificate Owner of 50% or more of the Controlling Class, the Controlling Class Representative, the Trust Advisor, any Seller, any Independent Contractor engaged by the Master Servicer or the Special Servicer pursuant to this Agreement, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of them, or any Borrower Party.

 

Investor Certification” means a certificate (which may be in electronic form) substantially in the form of Exhibit I-1A, Exhibit I-1B, Exhibit I-1C or Exhibit I-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation) representing that the person executing the certificate (1) is a Certificateholder, a Certificate Owner or a prospective purchaser that, in the case of a Registered Certificate, has received a copy of the Final Prospectus,

 

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or a holder of a Serviced B Note or Serviced Companion Loan and (2)(i) is not a Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager or a principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing or an agent of any of the foregoing, or in the case of the Controlling Class Representative or any Controlling Class Certificateholder, such person is not a Borrower Party, in which case such person will have access to all the reports and information made available on the Certificate Administrator’s Website to Certificateholders under this Agreement, or (ii) such person is a Borrower Party, in which case (A) if such person is the Controlling Class Representative or a beneficial owner of a Controlling Class Certificate, such person will have access to all reports and information made available to Certificateholders on the Certificate Administrator’s Website under this Agreement except that such person will not have access solely to the related Excluded Information related to any related Excluded Controlling Class Mortgage Loan with respect to which such person is a Borrower Party, or (B) if such person is not the Controlling Class Representative or a beneficial owner of a Controlling Class Certificate, such person will only receive access to the Distribution Date Statements prepared by the Certificate Administrator. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. Any Investor Certification may be delivered electronically to the recipients thereof pursuant to the second paragraph of Section 14.5 of this Agreement.

 

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

 

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

 

IRS” means the Internal Revenue Service.

 

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

 

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

 

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

 

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

 

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Late Fee” means a fee paid or payable, as the context may require, to the related lender by a Mortgagor as provided in the related Mortgage Loan, A/B Whole Loan or Loan Pair in connection with a late payment made by such Mortgagor, but excluding any such amounts allocable to a Non-Serviced Mortgage Loan and related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement, and, with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, including only the portion of such amounts that is received by the Trust in accordance with Section 8.30 hereof.

 

Lender Register” has the meaning set forth in Section 8.26.

 

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

 

Liquidation Fee” means a fee payable with respect to the final disposition or liquidation of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage Loan (including, for this purpose, any related Serviced Companion Loan or Serviced B Note) or REO Property (other than any REO Property related to a Non-Serviced Mortgage Loan) equal to the lesser of (1) $1,000,000 and (2) the product of (x) 1.0% and (y) the Liquidation Proceeds received in connection with a final disposition of, and any Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any expenses incurred by the Special Servicer on behalf of the Trust in connection with the collection of such Condemnation Proceeds and Insurance Proceeds) with respect to, such Specially Serviced Mortgage Loan or REO Property or portion thereof; provided, that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan or REO Property shall be reduced by the amount of any Excess Modification Fees actually received by the Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension, waiver or amendment that constituted a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase of, or substitution for, any Mortgage Loan by the related

 

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Seller or its Seller Guarantor (if any) under the related Mortgage Loan Purchase Agreement for a Material Breach or Material Document Defect, if such repurchase or substitution occurs on or before the later of (x) 180 days after the discovery or receipt of notice by the related Seller or such Seller Guarantor of the Material Document Defect or Material Breach, as applicable, that gave rise to the particular repurchase or substitution obligation, and (y) the expiration of the time period (or extension thereof) provided for such repurchase or substitution if such repurchase or substitution occurs prior to the termination of any applicable extended resolution period, (ii) the purchase of any Specially Serviced Mortgage Loan that is, or is part of, an A/B Whole Loan or Loan Pair by the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, within ninety (90) days following the date that such holder’s option to purchase the related Mortgage Loan first becomes exercisable, (iii) the purchase of any Specially Serviced Mortgage Loan by the holder of any related mezzanine loan, pursuant to the related mezzanine loan intercreditor agreement, within ninety (90) days following the date that such holder’s option to purchase such Specially Serviced Mortgage Loan first becomes exercisable, (iv) the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust, (v) the purchase of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate thereof (other than the Controlling Class Representative), or (vi) the purchase of any Specially Serviced Mortgage Loan or related REO Property, by the Controlling Class Representative or any affiliate thereof (other than the Special Servicer), if such purchase occurs within ninety (90) days after the date on which the Special Servicer delivers to the Controlling Class Representative for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan. For the avoidance of doubt, the Special Servicer may not receive a Workout Fee and a Liquidation Fee with respect to the same proceeds collected on a Mortgage Loan, Serviced Companion Loan, Serviced B Note or REO Loan. Notwithstanding the foregoing, if a Mortgage Loan, Serviced B Note or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Servicing Transfer Event” as a result of a payment default on the related maturity date and the related Liquidation Proceeds are received within three (3) months following the related maturity date as a result of the related Mortgage Loan, Serviced B Note or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in connection with such liquidation.

 

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

 

Liquidation Realized Loss” means, with respect to each Mortgage Loan or any REO Property, as the case may be, as to which a Cash Liquidation, or other liquidation or REO Disposition has occurred, an amount equal to the excess, if any, of: (A) the sum, without

 

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duplication, of (1) the Unpaid Principal Balance of the Mortgage Loan (or any related REO Mortgage Loan), as the case may be, as of the date of the Cash Liquidation, or other liquidation or REO Disposition, plus (2) unpaid interest and interest accrued thereon at the applicable Mortgage Rate through the Due Date (or, in the case of a Balloon Loan past its Maturity Date or an REO Property, the date that would otherwise be the Due Date) in the Collection Period in which the Cash Liquidation or other liquidation or REO Disposition occurred, plus (3) any expenses (including Additional Trust Expenses, unpaid Servicing Advances and unpaid Advance Interest, but excluding Trust Advisor Expenses) incurred in connection with such Mortgage Loan or REO Property that have been paid or are payable or reimbursable to any Person, other than amounts included in the definition of Liquidation Expenses and amounts previously treated as Expense Losses attributable to principal (and interest thereon), plus (4) any Unliquidated Advances incurred with respect to such Mortgage Loan or REO Property; over (B) the sum of (1) REO Income applied as recoveries of principal or interest on the related Mortgage Loan or REO Property, and (2) Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Late Collections and all other amounts recovered from the related Mortgagor and received during the Collection Period in which such Cash Liquidation, or other liquidation or REO Disposition occurred and which are not required under any Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents) or Non-Serviced Mortgage Loan Intercreditor Agreement to be payable or reimbursable to any holder of a B Note, a Serviced Companion Loan or a Non-Serviced Companion Loan.

 

Litigation Control” has the meaning set forth in Section 9.34.

 

Loan Pair” means a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan, collectively. The Loan Pairs related to the Trust as of the Closing Date are the 525 Seventh Avenue Loan Pair, the Ellenton Premium Outlets Loan Pair, the Grove City Premium Outlets Loan Pair and the Gulfport Premium Outlets Loan Pair. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan, collectively, shall cease to be a Loan Pair and shall be a Non-Serviced Loan Combination. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan, collectively, shall cease to be a Loan Pair and shall be a Non-Serviced Loan Combination.

 

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

 

Loan-Specific Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, any holder of a related Serviced B Note or Serviced Companion Loan, or any designee thereof or participant in a securitization thereof, that constitutes the “Controlling Holder”, “Controlling Note Holder”, the “Directing Holder”, “Directing Lender” or any analogous term under the related Intercreditor Agreement. The only Loan-Specific Directing Holders related to the Trust as of the Closing Date shall be, with respect to the Grove City Premium Outlets Loan Pair, the Grove City Premium Outlets Directing Holder, and with respect to the Gulfport Premium Outlets Loan Pair, the Gulfport Premium Outlets Directing Holder. On and after the Grove City Premium Outlets Companion Loan Securitization Date, there shall be no Loan-Specific Directing Holder related to the Trust with respect to the Grove City Premium

 

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Outlets Loan Pair. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, there shall be no Loan-Specific Directing Holder related to the Trust with respect to the Gulfport Premium Outlets Loan Pair.

 

Loan-Specific Special Servicer” has the meaning set forth in Section 9.30(f).

 

Loan-to-Value Ratio” means, as of any date with respect to a Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Unpaid Principal Balance of such Mortgage Loan at the date of determination and the denominator of which is the value of the Mortgaged Property as shown on the most recent Appraisal or valuation of the Mortgaged Property which is available as of such date or, in the case of any Non-Serviced Mortgage Loan or Loan Pair, the allocable portion thereof.

 

Lock-Box Account” has the meaning set forth in Section 8.3(g).

 

Lock-Box Agreement” means, with respect to any Mortgage Loan, any lock-box agreement relating to such Mortgage Loan among the related Mortgagor, a depositary institution and the Master Servicer (or a sub-servicer on its behalf) pursuant to which a Lock-Box Account is created.

 

Losses” has the meaning set forth in Section 12.4.

 

MAI” means Member of the Appraisal Institute.

 

Major Decision” means any of the following:

 

(a)          any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair that comes into and continues in default;

 

(b)          any modification, consent to a modification or waiver of a Monetary Term (other than Penalty Charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair or any extension of the Maturity Date thereof;

 

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

 

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

 

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

 

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(f)           any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, or any consent to either of the foregoing, unless required or permitted pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion;

 

(g)          any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair or, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related Mortgage Loan documents;

 

(h)          with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, any incurrence of additional debt by a Mortgagor or of any mezzanine financing by any beneficial owner of a Mortgagor (to the extent that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an intercreditor agreement be reasonably or otherwise acceptable to the lender will constitute such consent rights));

 

(i)           any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, or an action to enforce rights with respect thereto or decision not to enforce such rights;

 

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

 

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

 

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

 

(m)         any determination of an Acceptable Insurance Default;

 

(n)          any adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair (to

 

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the extent lender approval is required under the related Mortgage Loan documents), if (a) such Mortgage Loan or Loan Pair is on the CREFC® Servicer Watch List or (b) such budget includes material (more than 25%) increases in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Pair), subject in each case to any deemed approval expressly set forth in the related Mortgage Loan documents;

 

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

 

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

 

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

 

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

 

Master Servicer” means Midland Loan Services, a Division of PNC Bank, National Association and its permitted successors or assigns.

 

Master Servicer Consent Matters” has the meaning set forth in Section 8.3(a).

 

Master Servicer Indemnified Parties” has the meaning set forth in Section 8.25(a).

 

Master Servicer Losses” has the meaning set forth in Section 8.25(a).

 

Master Servicer Remittance Date” means, for each Distribution Date, the Business Day immediately preceding such Distribution Date.

 

Master Servicer Remittance Report” means the CREFC® Loan Periodic Update File.

 

Master Servicing Fee” means, with respect to each Mortgage Loan and, if applicable, A/B Whole Loan or Loan Pair (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), for any related Mortgage Loan Accrual Period, the amount of interest accrued during such related Mortgage Loan Accrual Period at the related Master Servicing Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such

 

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Mortgage Loan or, if applicable, such A/B Whole Loan or Loan Pair, as the case may be, during such related Mortgage Loan Accrual Period, subject to reduction in respect of Compensating Interest, as set forth in Section 5.2(a)(I)(iv). The Master Servicing Fee shall include all amounts required to be paid to any sub-servicer appointed by the Master Servicer.

 

Master Servicing Fee Rate” means, with respect to each Mortgage Loan and any related Serviced Companion Loan or Serviced B Note, including any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property or is a Defeasance Loan, a rate equal to (i) with respect to each Mortgage Loan (other than the Grove City Premium Outlets Mortgage Loan (after the Grove City Premium Outlets Companion Loan Securitization Date), the Gulfport Premium Outlets Mortgage Loan (after the Gulfport Premium Outlets Companion Loan Securitization Date), the WPC Department Store Portfolio Mortgage Loan, the Cape May Hotels Mortgage Loan and the Charles River Plaza North Mortgage Loan), 0.0025% per annum plus the primary servicing fee rate set forth next to such Mortgage Loan on the Mortgage Loan Schedule, (ii) with respect to each of the 525 Seventh Avenue Serviced Companion Loan, the Ellenton Premium Outlets Serviced Companion Loan, the Grove City Premium Outlets Companion Loan prior to the Grove City Premium Outlets Companion Loan Securitization Date and the Gulfport Premium Outlets Companion Loan prior to the Gulfport Premium Outlets Companion Loan Securitization Date, 0.0025% per annum, and (iii) with respect to the Grove City Premium Outlets Mortgage Loan (after the Grove City Premium Outlets Companion Loan Securitization Date), the Gulfport Premium Outlets Mortgage Loan (after the Gulfport Premium Outlets Companion Loan Securitization Date), the WPC Department Store Portfolio Mortgage Loan, the Cape May Hotels Mortgage Loan and the Charles River Plaza North Mortgage Loan, 0.0025% per annum.

 

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

 

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

 

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

 

Modification Fee” means a fee, if any, collected from a Mortgagor by the Master Servicer in connection with a written restructuring, modification, waiver, extension or amendment of any Mortgage Loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan) other than a Specially Serviced Mortgage Loan or collected in connection with a written restructuring, modification, waiver, extension or amendment by the Special Servicer of a Specially Serviced Mortgage Loan, but does not include Assumption Fees, assumption application fees, Consent Fees or defeasance fees. For each written restructuring, modification, extension, waiver or amendment that restructures, modifies, extends, amends or waives any term of the Mortgage Loan, A/B Whole Loan or Loan Pair in connection with

 

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working out of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Mortgagor will be subject to a cap of the lesser of (i) 1.0% of the outstanding principal balance of such Mortgage Loan, A/B Whole Loan or Loan Pair on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided, that no aggregate cap will exist in connection with the amount of Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or REO Loan and (ii) $1,000,000; provided, that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or REO Loan.

 

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

 

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

 

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

 

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

 

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

 

Mortgage File” means the mortgage documents listed below:

 

(i)           the original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order of the Trustee in the following

 

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form: “Pay to the order of Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, without recourse, representation or warranty” or if the original Mortgage Note is not included therein, then a lost note affidavit with a copy of the Mortgage Note attached thereto;

 

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

 

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

 

(iv)         an original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of record in blank or in favor of “Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8” (or, in the case of an A/B Whole Loan or a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced B Note or Serviced Companion Loan));

 

(v)          originals of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage have been delivered to the appropriate recorder’s office for recordation, certified true copies of such assignments of

 

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Mortgage certified by the applicable Seller, or in the case of an original blanket intervening assignment of Mortgage retained by the applicable Seller, a copy thereof certified by the applicable Seller or, if any original intervening assignment of Mortgage has not yet been returned on or prior to the 45th day following the Closing Date from the applicable recording office or has been lost after recordation, a true and correct copy thereof, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Seller stating that such original intervening assignment of Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original intervening assignment of Mortgage that has been lost after recordation, a certification by the appropriate county recording office where such assignment is recorded that such copy is a true and complete copy of the original recorded intervening assignment of Mortgage;

 

(vi)         if the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording thereon or, if such Assignment of Leases has not been returned on or prior to the 45th day following the Closing Date from the applicable public recording office, a copy of such Assignment of Leases certified by the applicable Seller to be a true and complete copy of the original Assignment of Leases submitted for recording, together with (A) an original of each assignment of such Assignment of Leases with evidence of recording thereon and showing a complete recorded chain of assignment from the named assignee to the holder of record, and if any such assignment of such Assignment of Leases has not been returned from the applicable public recording office, a copy of such assignment certified by the applicable Seller to be a true and complete copy of the original assignment submitted for recording, and (B) an original assignment of such Assignment of Leases, in recordable form, signed by the holder of record in favor of “Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8” (or, in the case of an A/B Whole Loan or a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced B Note or Serviced Companion Loan)), which assignment may be effected in the related Assignment of Mortgage;

 

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

 

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

 

(ix)          (A) UCC financing statements (together with all assignments thereof) and (B) UCC-3 financing statements to the Trustee delivered in connection with the Mortgage Loan;

 

(x)          copies of the related ground lease(s), Space Lease(s) or air rights lease(s), if any, related to any Mortgage Loan where the Mortgagor is the lessee under any such lease and there is a lien in favor of the mortgagee in such lease;

 

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(xi)         copies of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements (including, without limitation, any Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement, and a copy (that is, not the original) of the mortgage note evidencing any related Serviced Companion Loan, Non-Serviced Companion Loan and B Note) related to any Mortgage Loan;

 

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

 

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

 

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

 

(xv)        copies of any Environmental Insurance Policy;

 

(xvi)       copies of any affidavit and indemnification agreement;

 

(xvii)      if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an original or a copy of any franchise, management or similar agreement provided to the applicable Seller in connection with such Seller’s origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel certificate or any comfort letter delivered by the franchisor for the benefit of the holder of the

 

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Mortgage Loan in connection with the applicable Seller’s origination or acquisition of the Mortgage Loan; and (c) if the related Mortgage Loan is a Franchise Mortgage Loan, a copy of the notice (to the extent such a notice is required under the terms of the related franchise, management or similar agreement) to the related franchisor stating that the Franchise Mortgage Loan has been transferred to the Trust and requesting a replacement comfort letter in favor of the Trust (or any such new document or acknowledgement as may be contemplated under the existing comfort letter); and

 

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

 

Notwithstanding any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, (A) if the Custodian is not also the related Non-Serviced Loan Combination Custodian, the preceding document delivery requirements shall be met by the delivery by the applicable Seller of copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements) respectively evidencing such Non-Serviced Mortgage Loan with respect to which the originals shall be required), including a copy of the Non-Serviced Mortgage Loan Mortgage, and the requirement to deliver any of the preceding documents in the name of the Trustee shall be met by the delivery of such documents in the name of the Non-Serviced Mortgage Loan Trustee for the benefit of, among others, the Trustee, as holder of such Non-Serviced Mortgage Loan, or (B) if (and only for so long as) the Custodian is also the related Non-Serviced Loan Combination Custodian, the preceding document delivery requirements shall be met by (1) the delivery by the applicable Seller of originals of the documents described in clause (i) and (2) custody of the documents specified in clauses (ii) through (xviii) above by the related Non-Serviced Loan Combination Custodian pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided, that if any document specified in clauses (ii) through (xviii) above was not or was not required to be delivered to the related Non-Serviced Loan Combination Custodian in connection with the related Other Securitization, the applicable Seller shall deliver such document to the Custodian; provided, further, that (a) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders that, as of the Closing Date, it is the related Non-Serviced Loan Combination Custodian for such Non-Serviced Mortgage Loan; (b) the Custodian shall perform its duties under this Agreement (including, without limitation, Article II), and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the Mortgage File and as if the Non-Serviced Loan Combination Custodian’s receipt of the documents contained in the related “mortgage file” delivered under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement constituted delivery of those same documents to the Custodian under this Agreement; (c) the Custodian shall not resign as the related Non-Serviced Loan Combination Custodian without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto; (d) if for any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Loan Combination Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced Loan Combination Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (including by reason of the Non-Serviced Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by clauses (ii) through (xviii) above in the Mortgage

 

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File for such Non-Serviced Loan Combination (to the extent such documents were delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.

 

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

 

Mortgage Loan” means a Mortgage Note secured by a Mortgage, and all amendments and modifications thereof, identified on the Mortgage Loan Schedule, as amended from time to time, provided that the term “Mortgage Loan” shall include any Defeasance Loan and any Non-Serviced Mortgage Loan (but shall not include any Non-Serviced Companion Loan and shall not include, in the case of the Charles River Plaza North Non-Serviced Loan Combination, any related B Note) and with respect to (i) any A/B Whole Loan, shall include the A Note (but shall not include the related Serviced B Note) and (ii) any Loan Pair, shall include the Serviced Pari Passu Mortgage Loan (but shall not include the related Serviced Companion Loan or any related Serviced B Note). For the avoidance of doubt, no UBSRES Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower Right or MSMCH Seller Defeasance Rights and Obligations is part of a “Mortgage Loan”.

 

Mortgage Loan Accrual Period” means, with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note (including any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property), the period that commences on any related Due Date (or, in the case of any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property or as to which the Maturity Date has passed, the date that would otherwise have been a related Due Date) and that continues to, but not including the next succeeding related Due Date (or, in the case of any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property or as to which the Maturity Date has passed, the date next succeeding that would otherwise have been a related Due Date).

 

Mortgage Loan Purchase Agreement” means Mortgage Loan Purchase Agreement I, Mortgage Loan Purchase Agreement II or Mortgage Loan Purchase Agreement III, as the case may be.

 

Mortgage Loan Purchase Agreement I” means that certain Mortgage Loan Purchase Agreement between UBSRES and the Depositor dated the Pricing Date with respect to the UBSRES Loans.

 

Mortgage Loan Purchase Agreement II” means that certain Mortgage Loan Purchase Agreement between BANA and the Depositor dated the Pricing Date with respect to the BANA Loans.

 

Mortgage Loan Purchase Agreement III” means that certain Mortgage Loan Purchase Agreement between MSMCH and the Depositor dated the Pricing Date with respect to the MSMCH Loans.

 

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Mortgage Loan Schedule” or “Loan Schedule” means collectively the schedule attached hereto as Schedule I, which identifies each UBSRES Loan, the schedule attached hereto as Schedule II, which identifies each BANA Loan, and the schedule attached hereto as Schedule III, which identifies each MSMCH Loan, as such schedules may be amended from time to time pursuant to Section 2.3.

 

Mortgage Note” means the note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

 

Mortgage Rate” means, for a given Mortgage Loan, Serviced Companion Loan or Serviced B Note, the per annum rate at which interest accrues on such Mortgage Loan, Serviced Companion Loan or Serviced B Note, as the case may be, without regard to any increase in such rate after the related Anticipated Repayment Date in the case of an ARD Loan, and without regard to any increase in such rate as a result of a default under such Mortgage Loan, Serviced Companion Loan or Serviced B Note, as the case may be.

 

Mortgaged Property” means the real property, together with improvements thereto, securing the indebtedness of the Mortgagor under the related Mortgage Loan and, in the case of an A/B Whole Loan, the related Serviced B Note and, in the case of a Loan Pair, the related Serviced Companion Loan and any related Serviced B Note and, in the case of a Non-Serviced Loan Combination, the related Non-Serviced Companion Loan and any related B Note.

 

Mortgagee” means, with respect to any Mortgage as of any date of determination, the mortgagee named therein as of such date.

 

Mortgagor” means the obligor on a Mortgage Note.

 

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

 

MSMCH Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement III and shown on Schedule III hereto (or, with respect to any Joint Mortgage Loan, MSMCH’s pro rata share of such Joint Mortgage Loans based on MSMCH’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan).

 

MSMCH Seller Defeasance Rights and Obligations” has the meaning set forth in Section 8.3(h) hereof.

 

Net Aggregate Prepayment Interest Shortfall” means, for any Distribution Date, the excess, if any, of the aggregate of all Prepayment Interest Shortfalls, if any, incurred during the related Collection Period with respect to all Mortgage Loans that are not Specially Serviced Mortgage Loans, over the sum of (A) the Compensating Interest to be paid by the Master Servicer on such Distribution Date with respect thereto and (B) the aggregate of all Prepayment Interest Excesses collected thereon during the related Collection Period.

 

Net Mortgage Rate” means, with respect to any Mortgage Loan or related Serviced B Note (including a successor REO Mortgage Loan or REO B Note, as applicable), as

 

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of any date of determination, a per annum rate equal to the Mortgage Rate of such Mortgage Loan or related Serviced B Note, minus the related Administrative Cost Rate.

 

New Lease” means any lease of any REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease.

 

Non-Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, the “Non-Directing Holder”, “Non-Controlling Note Holder” or any analogous term under the related Intercreditor Agreement. The Non-Directing Holders related to the Trust as of the Closing Date are the “Non-Controlling Note Holders” or “Non-Controlling Holders” under each of the 525 Seventh Avenue Intercreditor Agreement and the Ellenton Premium Outlets Intercreditor Agreement.

 

Nondisqualification Opinion” means a written Opinion of Counsel to the effect that a contemplated action (i) will neither cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding nor cause a “prohibited transaction,” “prohibited contribution” or any other tax (other than a tax on “net income from foreclosure property” permitted to be incurred under this Agreement) to be imposed on any REMIC Pool or the Trust and (ii) will not cause the Grantor Trust to fail to qualify as a grantor trust.

 

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

 

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

 

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

 

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

 

Non-Serviced Companion Loan” means a loan not included in the Trust that is generally payable on a pari passu basis with the related Non-Serviced Mortgage Loan. The Non-Serviced Companion Loans related to the Trust as of the Closing Date are the WPC Department Store Portfolio Non-Serviced Companion Loan, the Cape May Hotels Non-Serviced Companion Loan and the Charles River Plaza North Non-Serviced Companion Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Companion Loan shall be a Non-Serviced Companion Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Companion Loan shall be a Non-Serviced Companion Loan.

 

Non-Serviced Loan Combination” means a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan and any related B Note, collectively. The Non-Serviced Loan Combinations related to the Trust as of the Closing Date are the WPC Department Store Portfolio Non-Serviced Loan Combination, the Cape May Hotels Non-Serviced Loan Combination and the Charles River Plaza North Non-Serviced Loan Combination. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan, collectively, shall be a Non-Serviced Loan Combination. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan, collectively, shall be a Non-Serviced Loan Combination.

 

Non-Serviced Loan Combination Custodian” means, with respect to any related Non-Serviced Loan Combination, the custodian under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. As of the Closing Date, (i) U.S. Bank National Association is the Non-Serviced Loan Combination Custodian under the BACM 2015-UBS7 Pooling and Servicing Agreement, pursuant to which the WPC Department Store Portfolio Non-Serviced Loan Combination is serviced, and (ii) Wells Fargo Bank, National Association is the Non-Serviced Loan Combination Custodian under the CSAIL 2015-C3 Pooling and Servicing Agreement, pursuant to which the Cape May Hotels Non-Serviced Loan Combination and the Charles River Plaza North Non-Serviced Loan Combination are serviced.

 

Non-Serviced Mortgage Loan” means a Mortgage Loan included in the Trust but serviced under another agreement. The Non-Serviced Mortgage Loans included in the Trust as of the Closing Date are the WPC Department Store Mortgage Loan, the Cape May Hotels Mortgage Loan and the Charles River Plaza North Mortgage Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan shall be a Non-Serviced Mortgage Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan shall be a Non-Serviced Mortgage Loan.

 

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

 

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

 

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

 

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

 

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

 

Non-Serviced Mortgage Loan Mortgage” means the mortgage securing a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan and any related B Note.

 

Non-Serviced Mortgage Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement, as applicable, under which a Non-Serviced Mortgage Loan is serviced. The only Non-Serviced Mortgage Loan Pooling and Servicing Agreements related to the Trust as of the Closing Date are (i) the BACM 2015-UBS7 Pooling and Servicing Agreement, pursuant to which the WPC Department Store Portfolio Non-Serviced Loan Combination is serviced, and (ii) the CSAIL 2015-C3 Pooling and Servicing Agreement, pursuant to which the Cape May Hotels Non-Serviced Loan Combination and the Charles River Plaza North Non-Serviced Loan Combination are serviced. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the pooling and servicing agreement entered into in connection with the securitization of the controlling portion of the Grove City Premium Outlets Companion Loan shall be a Non-Serviced Mortgage Loan Pooling and Servicing Agreement. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the pooling and servicing agreement entered into in connection with the securitization of the controlling portion of the Gulfport Premium Outlets Companion Loan shall be a Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

 

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

 

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

 

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Non-Specially Serviced Mortgage Loan” means, as of any date of determination, any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note that is not a Specially Serviced Mortgage Loan.

 

Notional Amount” means, as of any date of determination: (i) with respect to any Class X REMIC III Regular Interest, the REMIC II Principal Amount of the Corresponding REMIC II Regular Interest as of such date of determination; (ii) with respect to any Class of Class X Certificates, the aggregate Notional Amount of the related Class X REMIC III Regular Interest(s) as of such date of determination; and (iii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate, multiplied by the Notional Amount of the applicable Class of Class X Certificates as of such date of determination.

 

NRSRO” means any nationally recognized statistical ratings organization under the Exchange Act, including the Rating Agencies; provided that, when referred to in connection with the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered an NRSRO Certification.

 

NRSRO Certification” means a certification (which may be submitted electronically by means of a “click-through” confirmation via the 17g-5 Information Provider’s Website) substantially in the form of Exhibit J executed by a NRSRO in favor of the 17g-5 Information Provider.

 

Officer’s Certificate” means (i) in the case of the Depositor, a certificate signed by one or more of the Chairman of the Board, any Vice Chairman, the President, or any Senior Vice President, Vice President or Assistant Vice President, and by one or more of the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Depositor, (ii) in the case of the Master Servicer and the Special Servicer, any of the officers referred to above or an employee thereof designated as a Servicing Officer or Special Servicing Officer pursuant to this Agreement, (iii) in the case of the Trustee, a certificate signed by a Responsible Officer, (iv) in the case of a Seller, a certificate signed by one or more of the Chairman of the Board, any Vice Chairman, any Managing Director or Director, the President, or any Executive Vice President, any Senior Vice President, Vice President, Second Vice President or Assistant Vice President, (v) in the case of the Certificate Administrator or the Custodian, a certificate signed by a Responsible Officer, each with specific responsibilities for the matters contemplated by this Agreement; and (vi) in the case of any other Additional Servicer, a certificate signed by one or more of the Chairman of the Board, any Vice Chairman, the President, or any Senior Vice President, Vice President or Assistant Vice President or an employee thereof designated as a Servicing Officer.

 

Opinion of Counsel” means a written opinion of counsel addressed to the Trustee and the Certificate Administrator, reasonably acceptable in form and substance to the Trustee and the Certificate Administrator, and who is not in-house counsel to the party required to deliver such opinion but who, in the good faith judgment of the Trustee and the Certificate Administrator, is Independent outside counsel knowledgeable of the issues occurring in the practice of securitization with respect to any such opinion of counsel concerning the taxation, or

 

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status as a REMIC for tax purposes, of any REMIC Pool or status as a “grantor trust” under the Code of the Grantor Trust.

 

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

 

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

 

Other Companion Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement, as applicable, relating to a Non-Serviced Companion Loan or a Serviced Companion Loan or B Note that creates a commercial mortgage securitization trust, as applicable. The Other Companion Loan Pooling and Servicing Agreements related to the Trust as of the Closing Date are the BACM 2015-UBS7 Pooling and Servicing Agreement and the CSAIL 2015-C3 Pooling and Servicing Agreement. Any pooling and servicing agreement entered into in connection with the securitization of any portion of the Grove City Premium Outlets Companion Loan shall be an Other Companion Loan Pooling and Servicing Agreement. Any pooling and servicing agreement entered into in connection with the securitization of any portion of the Gulfport Premium Outlets Companion Loan shall be an Other Companion Loan Pooling and Servicing Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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Other Securitization” means any commercial mortgage securitization trust that holds a Non-Serviced Companion Loan, Serviced Companion Loan or B Note or any successor REO Loan with respect thereto.

 

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

 

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

 

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

 

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

 

Ownership Interest” means, as to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

 

P&I Advance” means (other than with respect to a Serviced Companion Loan or a Serviced B Note) for any Distribution Date, subject to Section 4.1(d) of this Agreement: (i) with respect to any Mortgage Loan or Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled Payment (other than a Balloon Payment) due during the related Collection Period was not received by the Master Servicer as of the related Determination Date, the portion of such Scheduled Payment not received; (ii) with respect to any Mortgage Loan that is a Balloon Loan (excluding any REO Property as to which the related Mortgage Loan provided for a Balloon Payment) as to which a Balloon Payment was due during or prior to the related Collection Period but was delinquent, in whole or in part, as of the related Determination Date, an amount equal to the excess, if any, of the Assumed Scheduled Payment for such Balloon Loan for the related Collection Period, over any Late Collections or other amounts received in respect of such Balloon Payment during such Collection Period that are included in the Available Distribution Amount for such Distribution Date; and (iii) with respect to each REO Mortgage Loan, an amount equal to the excess, if any, of the Assumed Scheduled Payment thereof during the related Collection Period, over any remittances of REO Income to the Master Servicer by the Special Servicer that are included in the Available Distribution Amount for such Distribution Date; provided that the interest portion of any Scheduled Payment or Assumed Scheduled Payment shall be advanced at a per annum rate equal to the sum of the Net Mortgage Rate relating to such Mortgage Loan or such REO Mortgage Loan, the Certificate Administrator Fee Rate, the Trust Advisor Fee Rate and the CREFC® License Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment to be advanced as a P&I Advance shall be net of the Master Servicing Fee; provided, further, that the Scheduled Payment or Assumed Scheduled Payment for any Mortgage Loan which has been modified shall be calculated based on its terms

 

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as modified; provided, further, that the interest component of any P&I Advance with respect to a Mortgage Loan as to which there has been an Appraisal Reduction shall be an amount equal to the product of (i) the amount of interest required to be advanced without giving effect to this proviso and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the subject Distribution Date less any Appraisal Reduction applicable to such Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan or a Serviced Pari Passu Mortgage Loan, the portion of such Appraisal Reduction allocable (based upon their respective Unpaid Principal Balances) to such Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage Loan under the related Intercreditor Agreement or related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, Section 8.30 hereof), or in the case of an A/B Whole Loan, the portion of such Appraisal Reduction allocable to the A Note pursuant to the definition of “Appraisal Reduction”), and the denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the subject Distribution Date. All P&I Advances for any Mortgage Loans that have been modified shall be calculated on the basis of their terms as modified.

 

P&I Advance Amount” means, with respect to any Mortgage Loan or any REO Mortgage Loan, the amount of the P&I Advance with respect thereto computed for any Distribution Date.

 

Pari Passu Loan Nonrecoverable Advance” means any “Nonrecoverable Servicing Advance” (or analogous term) (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) made with respect to any Non-Serviced Mortgage Loan pursuant to and in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided that if the applicable Non-Serviced Mortgage Loan Master Servicer shall have made a “Servicing Advance” (or analogous term) (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the nature of an expenditure benefiting the related Mortgaged Property generally, the portion thereof attributable to any Non-Serviced Mortgage Loan (after taking into account the amount attributable to any related B Note in accordance with the terms of the related Intercreditor Agreement) shall be determined based on the outstanding balances of such Non-Serviced Mortgage Loan and all the related pari passu loans secured by such Non-Serviced Mortgage Loan Mortgage on a pari passu basis on the date such advance was made.

 

Pari Passu Loan Primary Servicing Fee Rate” means the “Master Servicing Fee Rate” (or analogous term) (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) and any other servicing fee rate (other than those payable to the applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any Non-Serviced Mortgage Loan. For the avoidance of doubt, the Pari Passu Loan Primary Servicing Fee Rate for (i) the master servicer with respect to the securitization of the controlling portion of the Grove City Premium Outlets Companion Loan (after the Grove City Premium Outlets Companion Loan Securitization Date) shall be calculated at a rate not to exceed 0.0025% per annum; (ii) the master servicer with respect to the securitization of the controlling portion of the Gulfport Premium Outlets Companion Loan (after the Gulfport Premium Outlets Companion Loan Securitization Date) shall be calculated at a rate not to exceed 0.0025% per annum; (iii) the master servicer under the BACM 2015-UBS7 transaction in respect of the WPC Department

 

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Store Portfolio Mortgage Loan shall be 0.0025% per annum; and (iv) the master servicer under the CSAIL 2015-C3 transaction in respect of each of the Cape May Hotels and the Charles River Plaza North Mortgage Loan shall be 0.0025% per annum.

 

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

 

Pass-Through Rate” or “Pass-Through Rates” means, for any Distribution Date: (a) with respect to any REMIC I Regular Interest, the related REMIC I Net Mortgage Rate for such Distribution Date; (b) with respect to any REMIC II Regular Interest, the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date; (c) with respect to any Class X REMIC III Regular Interest, the Class X Strip Rate with respect to the Corresponding REMIC II Regular Interest for such Distribution Date; (d) with respect to any Class of Class X Certificates, (i) the weighted average of the Pass-Through Rates with respect to the related Class X REMIC III Regular Interests for such Distribution Date, weighted on the basis of the respective Notional Amounts of such Class X REMIC III Regular Interests immediately prior to such Distribution Date or (ii) if there is only one related Class X REMIC III Regular Interest, the Pass-Through Rate with respect to the related Class X REMIC III Regular Interest for such Distribution Date, as applicable; (e) with respect to the Class A-1 Certificates, 1.966% per annum; (f) with respect to the Class A-2 Certificates, 3.324% per annum; (g) with respect to the Class A-SB Certificates, 3.626% per annum; (h) with respect to the Class A-3 Certificates, 3.540% per annum; (i) with respect to the Class A-4 Certificates, 3.809% per annum; (j) with respect to the Class A-S Certificates, 4.114% per annum; (k) with respect to the Class B Certificates, the lesser of the Weighted Average REMIC I Net Mortgage Rate and 4.315% per annum; (l) with respect to the Class C Certificates, the Weighted Average REMIC I Net Mortgage Rate; (m) with respect to the Class D Certificates, 3.180% per annum; (n) with respect to the Class E Certificates, 3.180% per annum; (o) with respect to the Class F Certificates, 3.430% per annum; (p) with respect to the Class G Certificates, 3.430% per annum; (q) with respect to the Class H Certificates 3.430%, per annum; and (r) with respect to the Class J Certificates, 3.430% per annum.

 

PCAOB” means the Public Company Accounting Oversight Board.

 

Penalty Charges” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair (including any related REO Property), any amounts actually collected thereon that represent Default Interest and/or Late Fees but excluding any amounts allocable to a Non-Serviced Mortgage Loan and its related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement.

 

Percentage Interest” means: (a) with respect to each Certificate other than a Class V or Class R Certificate, the fraction of the relevant Class evidenced by such Certificate, expressed as a percentage (carried to four (4) decimal places and rounded, if necessary), the numerator of which is the Certificate Balance or Notional Amount, as applicable, represented by such Certificate as of the Closing Date as stated on the face of such Certificate and the denominator of which is the Aggregate Certificate Balance or Notional Amount, as applicable, of all of the Certificates of the relevant Class as of the Closing Date as stated on the face of such

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Certificate; provided, that if at any time the Aggregate Certificate Balance or Notional Amount of such Class equals zero, the “Percentage Interest” with respect to each Certificate of such Class shall equal zero; and (b) with respect to each Class V and Class R Certificate, the percentage interest in distributions (if any) to be made with respect to the relevant Class, as stated on the face of such Certificate.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Prepayment Interest Excess” means, with respect to any Mortgage Loan as to which a full or partial Principal Prepayment (including payment of a Balloon Payment other than

 

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

 

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

 

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

 

Pricing Date” means December 2, 2015.

 

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

 

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

 

Principal Distribution Amount” means on any Distribution Date, the amount equal to the excess, if any, of

 

(I)           the sum of:

 

(A)        the following (without duplication):

 

(i)      the principal portion of all Scheduled Payments (other than the principal portion of Balloon Payments) and any Assumed Scheduled Payments, in

 

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each case, to the extent received or advanced, as the case may be, in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO Serviced B Note) for their respective Due Dates occurring during the related Collection Period; plus

 

(ii)     (x) all payments (including Principal Prepayments and the principal portion of Balloon Payments but not in respect of any Serviced Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO Serviced B Note) and any other collections (including Liquidation Proceeds (other than the portion thereof, if any, constituting Excess Liquidation Proceeds), Condemnation Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received (including, in the case of any Non-Serviced Mortgage Loan, by the related Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer) on or in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO Serviced B Note) during the related Collection Period that were identified and applied by the Master Servicer or the Special Servicer as recoveries of principal thereof in accordance with this Agreement (exclusive of any portion thereof included as part of the Principal Distribution Amount for the immediately preceding Distribution Date pursuant to clause (I)(A)(ii)(y) of this definition) and (y) the principal portion of any Balloon Payments received on or in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO Serviced B Note) during the period that begins two (2) Business Days immediately preceding the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution Account pursuant to Section 5.2(c) that were identified and applied by the Master Servicer or the Special Servicer as recoveries of principal thereof in accordance with this Agreement;

 

(B)         the aggregate amount of any collections received on or in respect of the Mortgage Loans and any REO Mortgage Loans during the related Collection Period that, in each case, represents a delinquent amount as to which an Advance had been made, which Advance (or interest thereon) was previously reimbursed during the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount for which a deduction was made under clause (II)(A) below with respect to a prior Distribution Date;

 

(C)         the aggregate amount of any collections received on or in respect of the Mortgage Loans and any REO Mortgage Loans during the related Collection Period that, in each case, represents a recovery of an amount previously determined (in a Collection Period for a prior Distribution Date) to have been a Nonrecoverable Advance (or interest thereon) and for which a deduction was made under clause (II)(B) below with respect to a prior Distribution Date; and

 

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(D)         any Actual Recoveries of amounts previously paid as Excess Trust Advisor Expenses to the extent such amounts had been allocated as a reduction of the Principal Distribution Amount on any prior Distribution Dates; over

 

(II)         the sum of:

 

(A)         the aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that was reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from amounts in the Collection Account allocable to principal received or advanced with respect to the Mortgage Loans and any REO Mortgage Loans pursuant to subsection (iii) of Section 5.2(a)(II);

 

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

 

(C)         the amount of any Excess Trust Advisor Expenses allocated to reduce the Aggregate Certificate Balance of the Principal Balance Certificates (other than the Class F Certificates and the Control Eligible Certificates) for such Distribution Date pursuant to Section 6.11.

 

Principal Prepayment” means any voluntary or involuntary payment or collection of principal on a Mortgage Loan, a Serviced Companion Loan or a Serviced B Note which is received or recovered in advance of its scheduled Due Date and applied to reduce the Unpaid Principal Balance of the Mortgage Loan, Serviced Companion Loan or Serviced B Note in advance of its scheduled Due Date, including, without limitation, all proceeds, to the extent allocable to principal, received from the payment of cash in connection with a substitution shortfall pursuant to Section 2.3; provided, that the pledge by a Mortgagor of Defeasance Collateral with respect to a Defeasance Loan shall not be deemed to be a Principal Prepayment.

 

Private Placement Memorandum” has the meaning set forth in the Preliminary Statement hereto.

 

Privileged Information” means any (i) correspondence or other communications between the Controlling Class Representative or a Loan-Specific Directing Holder, on the one hand, and the Special Servicer, the Master Servicer, the Certificate Administrator, the Custodian or the Trustee, on the other hand, related to any Specially Serviced Mortgage Loan or the exercise of the consent or consultation rights of the Controlling Class Representative or a Loan-Specific Directing Holder under this Agreement, (ii) correspondence or other communications between the Controlling Class Representative and a Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer or other party related to the exercise of any consultation rights with respect to a Non-Serviced Mortgage Loan, (iii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related

 

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Mortgagor or other interested party, and (iv) legally privileged information; provided that the summary of any Final Asset Status Report prepared pursuant to Section 10.5(a) is deemed not to be Privileged Information (although no such summary shall be made available to any Mortgagor, Manager, Affiliate of a Mortgagor or Manager or agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing that relates to the Mortgage Loan as to which the applicable Final Asset Status Report relates).

 

Privileged Person” means the Depositor, the Underwriters, the Initial Purchasers, any Seller, the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Rating Agencies, the Controlling Class Representative (but only during any Subordinate Control Period and any Collective Consultation Period), any Loan-Specific Directing Holder (if and for so long as such party or its designee is the Loan-Specific Directing Holder with respect to the related A/B Whole Loan or Loan Pair, as the case may be), the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor Certification or NRSRO Certification, as applicable, which Investor Certification or NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided that, other than with respect to the Special Servicer with respect to Mortgage Loans that are not Excluded Special Servicer Mortgage Loans, and with respect to any Excluded Controlling Class Holder, subject to the next succeeding proviso, in no event shall a Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing be considered a Privileged Person; provided, further, that any Excluded Controlling Class Holder, solely with respect to the related Excluded Controlling Class Mortgage Loan. shall not be considered a Privileged Person. The holder of any Serviced Companion Loan, B Note or Non-Serviced Companion Loan (in each case, including any trustee, master servicer, special servicer, controlling class representative, certificate administrator or custodian with respect to any securitization thereof) shall also be a Privileged Person to the extent any such party provides the Certificate Administrator a certification substantially in the form of Exhibit T hereto (which certification may be submitted electronically, including by means of a “click through” confirmation on the Certificate Administrator’s Website).

 

Notwithstanding any of the foregoing to the contrary, the Controlling Class Representative, each Controlling Class Certificateholder and the Special Servicer shall be considered a Privileged Person with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note for which it is not then a Borrower Party, and the limitations on access to information set forth in this Agreement shall apply only with respect the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect to the related Excluded Information. The Special Servicer shall have access to the Certificate Administrator’s Website (including any “excluded tab”) and the Master Servicer’s website, provided that the Special Servicer shall not access any Excluded Information with respect to any Excluded Special Servicer Mortgage Loan with respect to which the Special Servicer is a Borrower Party.

 

The Master Servicer shall not restrict access by the Special Servicer to any information related to any Mortgage Loan other than any Excluded Special Servicer Mortgage Loan with respect to which the Special Servicer is a Borrower Party, and the Certificate

 

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Administrator shall not restrict access by the Special Servicer to the Certificate Administrator’s Website to any information related to any Mortgage Loan (including any Excluded Special Servicer Mortgage Loan). The Master Servicer shall not be obligated to restrict access by the Special Servicer to any information related to any Excluded Special Servicer Mortgage Loan.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Qualified Insurer” means, (i) with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note, an insurance company duly qualified as such under the laws of the state in which the related Mortgaged Property is located, duly authorized and licensed in such state to transact the applicable insurance business and to write the insurance but rated (a) no lower than “A3” by Moody’s (or, if not so rated by Moody’s, then either (1) an equivalent or higher rating by at least two NRSROs (which may include S&P and/or Fitch) or (2) an equivalent or higher rating by one NRSRO (which may include S&P and/or Fitch) and A.M. Best or (3) Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) and (b) no lower than “A” by Fitch (or, if not so rated by Fitch, (1) an equivalent (or higher) rating by at least (2) two NRSROs (which may include S&P and/or Moody’s) or (2) an equivalent (or higher) rating by one NRSRO (which may include S&P and/or Moody’s) and A.M. Best, or (3) Fitch or Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) and (ii) with respect to the Servicer Errors and Omissions Insurance Policy or Servicer Fidelity Bond an insurance company that has a claim paying ability with any one of the following ratings: (1) “A-“ or better by Fitch, (2) “A3” or better by Moody’s, (3) “A-” or better by S&P, (4) “A (low)” or better by DBRS or (5) “A:X” or better by A.M. Best, or (iii) in either case, an insurance company not satisfying clause (i) or (ii) but with respect to which a Rating Agency Confirmation is obtained from each Rating Agency. “Qualified Insurer” shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations under the related insurance policy are guaranteed

 

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or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as if such entity were an insurance company referred to therein).

 

Qualifying Substitute Mortgage Loan” means, in the case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on the date of substitution, (i) has an outstanding principal balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; provided, that, to the extent that the principal balance of such Mortgage Loan is less than the Stated Principal Balance of the Deleted Mortgage Loan, then such differential in principal amount, together with interest thereon at the Mortgage Rate on the related Mortgage Loan from the date as to which interest was last paid through the last day of the month in which such substitution occurs, shall be paid by the party effecting such substitution to the Master Servicer for deposit into the Collection Account, and shall be treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate of interest at least equal to that of the Deleted Mortgage Loan; (iii) has a remaining term to stated maturity not greater than, and not more than two (2) years less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher than that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal to the outstanding principal balance on the date of substitution divided by its current Appraised Value) not higher than the current Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current Debt Service Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio of the Deleted Mortgage Loan; (v) will comply with all of the representations and warranties relating to Mortgage Loans set forth in the applicable Mortgage Loan Purchase Agreement, as of the date of substitution; (vi) has a Phase I Environmental Report relating to the related Mortgaged Property in its Mortgage Files and such Phase I Environmental Report does not, in the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard, raise material issues that have not been adequately addressed; (vii) has an engineering report relating to the related Mortgaged Property in its Mortgage Files and such engineering report does not, in the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard raise material issues that have not been adequately addressed; and (viii) as to which the Trustee and the Certificate Administrator have received an Opinion of Counsel, at the related Seller’s expense, that such Mortgage Loan is a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; provided that no Mortgage Loan may have a Maturity Date after the date three (3) years prior to the Rated Final Distribution Date, and provided, further, that no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless a Rating Agency Communication has been provided to each Rating Agency, and provided, further, that, during any Subordinate Control Period, no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless the Controlling Class Representative shall have approved of such substitution (provided, that such approval of the Controlling Class Representative may not be unreasonably withheld). If either one mortgage loan is substituted for more than one Deleted Mortgage Loan or more than one mortgage loan is substituted for one or more Deleted Mortgage Loans, then (A) the principal balances referred to in clause (i) above shall be determined on the basis of aggregate principal balances and (B) the rates referred to in clause (ii) above and the remaining term to stated maturity referred to in clause (iii) above shall be determined on a weighted average basis (provided, that the Net Mortgage Rate for any Qualifying Substitute Mortgage Loan may not be less than the highest Pass-Through Rate of any outstanding Class of Certificates that is not based on, or subject to a cap equal to, the Weighted Average REMIC I Net Mortgage Rate). Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted

 

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Mortgage Loan pursuant to this Agreement, the party effecting such substitution shall certify that such Mortgage Loan meets all of the requirements of this definition and shall send such certification to the Certificate Administrator, which shall deliver a copy of such certification to the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Controlling Class Representative promptly, and in any event within five (5) Business Days following the Certificate Administrator’s receipt of such certification.

 

Rated Final Distribution Date” means with respect to each rated Class of Certificates, each REMIC I Regular Interest and each REMIC II Regular Interest, the Distribution Date in December 2048.

 

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

 

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

 

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

 

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

 

Realized Interest Loss” means, with respect to each Mortgage Loan (including an REO Mortgage Loan), (i) in the case of a Liquidation Realized Loss, the portion of any Liquidation Realized Loss that exceeds the Realized Principal Loss on the related Mortgage Loan, (ii) in the case of a Bankruptcy Loss, the portion of such Realized Loss attributable to accrued interest on the related Mortgage Loan, (iii) in the case of an Expense Loss, an Expense Loss resulting in any period from the payment of the Special Servicing Fee and any Expense

 

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Losses treated as Realized Interest Losses pursuant to clause (iv) of the definition of “Realized Principal Loss” or (iv) in the case of a Modification Loss, a Modification Loss set forth in clause (iii) of the definition thereof.

 

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

 

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

 

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

 

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

 

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

 

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

 

Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein.

 

Regulation S” means Regulation S under the Securities Act.

 

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Regulation S Certificate” means a written certification substantially in the form set forth in Exhibit F hereto certifying that a beneficial owner of an interest in a Regulation S Temporary Global Certificate is not a U.S. Person (as defined in Regulation S).

 

Regulation S Global Certificates” means the Regulation S Permanent Global Certificates together with the Regulation S Temporary Global Certificates.

 

Regulation S Permanent Global Certificate” means any single permanent global Certificate, in definitive, fully registered form without interest coupons received in exchange for a Regulation S Temporary Global Certificate.

 

Regulation S Temporary Global Certificate” means, with respect to any Class of Certificates offered and sold outside of the United States in reliance on Regulation S, a single temporary global Certificate, in definitive, fully registered form without interest coupons.

 

Rehabilitated Mortgage Loan” means any Specially Serviced Mortgage Loan with respect to which (i) three (3) consecutive Scheduled Payments have been made (in the case of any such Mortgage Loan, Serviced Companion Loan or Serviced B Note that was modified, based on the modified terms), or a complete defeasance shall have occurred, (ii) no other Servicing Transfer Event has occurred and is continuing (or, with respect to determining whether a Required Appraisal Loan is a Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other Appraisal Event has occurred and is continuing) and (iii) the Trust has been reimbursed for all costs incurred as a result of the occurrence of a Servicing Transfer Event (or such amounts constitute a Workout-Delayed Reimbursement Amount or such amounts have been forgiven). An A Note shall not constitute a Rehabilitated Mortgage Loan unless each related Serviced B Note would constitute a Rehabilitated Mortgage Loan. A Serviced B Note shall not constitute a Rehabilitated Mortgage Loan unless its related Mortgage Loan and any related Serviced Companion Loan also would constitute a Rehabilitated Mortgage Loan. A Serviced Pari Passu Mortgage Loan shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced Companion Loan and any related Serviced B Note also would constitute a Rehabilitated Mortgage Loan. A Serviced Companion Loan shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced Pari Passu Mortgage Loan and any related Serviced B Note also would constitute a Rehabilitated Mortgage Loan.

 

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

 

Relevant Servicing Criteria” means the Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor, the Custodian or the Certificate Administrator, on Schedule X attached hereto). For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator or any Sub-Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator or such Sub-Servicer.

 

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REMIC” means a real estate mortgage investment conduit within the meaning of Section 860D of the Code.

 

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

 

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

 

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

 

REMIC I Principal Amount” means, with respect to any REMIC I Regular Interest, as of any date or time of determination, the then unpaid principal amount thereof, such amount being equal to the Cut-Off Date Principal Balance of the related Mortgage Loan, minus (i) the amount of all principal distributions previously deemed made with respect to such

 

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REMIC I Regular Interest pursuant to Section 6.3(a) and (ii) all Collateral Support Deficits allocated to such REMIC I Regular Interest in reduction of its REMIC I Principal Amount pursuant to Section 6.6.

 

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

 

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

 

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

 

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

 

REMIC II Principal Amount” means, with respect to any REMIC II Regular Interest, as of any date or time of determination, the then Aggregate Certificate Balance of the Class of Corresponding Certificates.

 

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

 

REMIC II Regular Interest A-2” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate Balance of the Class A-2 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.

 

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

 

REMIC II Regular Interest A-3” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate

 

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Balance of the Class A-3 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

REMIC III Regular Interest X-A-1” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated “X-A-1” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal Amount of

 

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REMIC II Regular Interest A-1 outstanding from time to time and a Pass-Through Rate equal to the Class X Strip Rate with respect to REMIC II Regular Interest A-1 from time to time.

 

REMIC III Regular Interest X-A-2” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated “X-A-2” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal Amount of REMIC II Regular Interest A-2 outstanding from time to time and a Pass-Through Rate equal to the Class X Strip Rate with respect to REMIC II Regular Interest A-2 from time to time.

 

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

 

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

 

REMIC III Regular Interest X-A-4” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated “X-A-4” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal Amount of REMIC II Regular Interest A-4 outstanding from time to time and a Pass-Through Rate equal to the Class X Strip Rate with respect to REMIC II Regular Interest A-4 from time to time.

 

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

 

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

 

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

 

REMIC III Regular Interest X-E” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated “X-E” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal Amount of REMIC II  

 

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Regular Interest E outstanding from time to time and a Pass-Through Rate equal to the Class X Strip Rate with respect to REMIC II Regular Interest E from time to time.

 

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

 

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

 

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

 

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

 

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

 

REMIC Pool” means each of the three (3) segregated pools of assets designated as a REMIC pursuant to Section 12.1(a) hereof. For the avoidance of doubt, no UBSRES Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower Right or MSMCH Seller Defeasance Rights and Obligations is a part of any “REMIC Pool”.

 

REMIC Provisions” means the provisions of the federal income tax law governing the treatment of real estate mortgage investment conduits and their investors, including the conditions that must be satisfied for an arrangement to be treated as a REMIC and for a loan secured by an interest in real property to be a qualified mortgage, which appear in Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, related provisions, and final, temporary and proposed regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time and taking account, as appropriate, of any proposed legislation or regulations which, as proposed, would have an effective date prior to enactment or promulgation thereof. For the avoidance of doubt, the provisions of the mortgage documents with respect to a mortgage loan fail to comply with the “REMIC Provisions” if such mortgage

 

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documents permit transactions that would result in the mortgage loan failing to satisfy the definition of “qualified mortgage” under such federal income tax law.

 

Rent Loss Policy” or “Rent Loss Insurance” means a policy of insurance generally insuring against loss of income or rent resulting from force majeure.

 

Rents from Real Property” means, with respect to any REO Property, income of the character set forth in Section 856(d) of the Code.

 

REO Account” shall have the meaning set forth in Section 9.14(a) hereof.

 

REO Disposition” means the receipt by the Master Servicer or the Special Servicer of Liquidation Proceeds and other payments and recoveries (including proceeds of a final sale) from the sale or other disposition of REO Property.

 

REO Income” means, with respect to any REO Property that had not been security for an A/B Whole Loan or Loan Pair for any Collection Period, all income received in connection with such REO Property during such period less any operating expenses, utilities, real estate taxes, management fees, insurance premiums, expenses for maintenance and repairs and any other capital expenses directly related to such REO Property paid during such period. With respect to any Non-Serviced Mortgage Loan (if the applicable Non-Serviced Mortgage Loan Special Servicer has foreclosed upon the Mortgaged Property secured by such Non-Serviced Mortgage Loan Mortgage), the REO Income shall comprise only such portion of the foregoing that is allocable to the holder of such Non-Serviced Mortgage Loan.

 

REO Loan” means any of an REO Mortgage Loan, REO Serviced B Note and REO Serviced Companion Loan.

 

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

 

REO Property” means a Mortgaged Property (or an interest therein, if the Mortgaged Property securing any Loan Pair or the Mortgaged Property securing an A/B Whole Loan has been acquired by the Trust) acquired by the Trust through foreclosure, deed-in-lieu of foreclosure, abandonment or reclamation from bankruptcy in connection with a Defaulted Loan or otherwise treated as foreclosure property under the REMIC Provisions; provided that a Mortgaged Property that secures a Non-Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement for the benefit of the Trustee as the holder of such Non-Serviced Mortgage Loan and of the holder of the related Non-Serviced Companion Loan(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure, abandonment or reclamation from bankruptcy in connection with a default or otherwise treated as foreclosure property under the REMIC Provisions. The Special Servicer shall not have any obligations with respect to an REO Property that relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan and all references to the Special Servicer’s obligations in this Agreement with respect to “REO

 

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Property” shall exclude any such Mortgaged Property that secures a Non-Serviced Mortgage Loan.

 

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

 

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

 

Report Date” means the second (2nd) Business Day before the related Distribution Date.

 

Reportable Event” has the meaning set forth in Section 13.7.

 

Reporting Requirements” has the meaning set forth in Section 13.12.

 

Reporting Servicer” means the Master Servicer, the Special Servicer, the Trust Advisor and any Servicing Function Participant (including the Certificate Administrator, the Custodian, the Trustee (if and for such time as it is a Servicing Function Participant) and each Sub-Servicer), as the case may be.

 

Repurchase Request Recipient” has the meaning set forth in Section 2.3(e).

 

Repurchased Loan” has the meaning set forth in Section 2.3(a).

 

Request for Release” means a request for release of certain documents relating to the Mortgage Loans, a form of which is attached hereto as Exhibit C.

 

Requesting Holders” has the meaning set forth in Section 6.9.

 

Requesting Party” has the meaning set forth in Section 1.7.

 

Required Appraisal Loan” means any Mortgage Loan, Loan Pair or A/B Whole Loan as to which an Appraisal Event has occurred. In the case of an A/B Whole Loan or Loan Pair, upon the occurrence of an Appraisal Event in respect of any related A Note or Serviced B Note or any related Serviced Pari Passu Mortgage Loan or Serviced Companion Loan, the related A/B Whole Loan or Loan Pair, as applicable, shall be deemed to be a single Required Appraisal Loan. A Mortgage Loan, Loan Pair or A/B Whole Loan will cease to be a Required Appraisal Loan at such time as it is a Rehabilitated Mortgage Loan.

 

Reserve Accounts” means, collectively, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account.

 

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Responsible Officer” means, when used with respect to the Trustee, the Custodian or the Certificate Administrator, (i) any officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party, in each case, with direct responsibility for the administration of this Agreement, (ii) with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (iii) in the case of any certification required to be signed by a Responsible Officer, any officer whose name and specimen signature appear on a list of corporate trust officers furnished to the Master Servicer by the Trustee, the Custodian or the Certificate Administrator, as applicable, as such list may from time to time be amended.

 

Rule 15Ga-1” means Rule 15Ga-1 under the Exchange Act.

 

Rule 15Ga-1 Notice” has the meaning set forth in Section 2.3(e).

 

Rule 144A” means Rule 144A under the Securities Act.

 

Rule 144A Global Certificate” means, with respect to any Class of Certificates offered and sold in reliance on Rule 144A or to certain Institutional Accredited Investors, a single, permanent global Certificate, in definitive, fully registered form without interest coupons.

 

S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor in interest. If neither such rating agency nor any successor remains in existence or is no longer an NRSRO with respect to commercial mortgage-backed securities, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

 

Sarbanes-Oxley Certification” has the meaning set forth in Section 13.6.

 

Scheduled Payment” means each scheduled payment of principal of, and/or interest on, a Mortgage Loan, a Serviced Companion Loan or a Serviced B Note required to be paid on its Due Date by the Mortgagor in accordance with the terms of the related Mortgage Note, Serviced Companion Loan or Serviced B Note (excluding all amounts of principal and interest which were due on or before the Cut-Off Date, whenever received, and taking account of any modifications thereof and the effects of any Debt Service Reduction Amounts and Deficient Valuation Amounts). Notwithstanding the foregoing, the amount of the Scheduled Payment for any Serviced Pari Passu Mortgage Loan or Serviced Companion Loan or any A Note or Serviced B Note shall be calculated without regard to the related Intercreditor Agreement.

 

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

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Seller” means UBSRES, BANA or MSMCH, as the case may be. References to obligations of any Seller herein shall constitute obligations of the related Seller Guarantor to the extent set forth in the related Mortgage Loan Purchase Agreement.

 

Seller Guarantor” means any Person that guarantees the payment and/or performance obligations of a Seller under any Mortgage Loan Purchase Agreement.

 

Seller Sub-Servicer” means a sub-servicer or Additional Servicer required by a Seller to be retained by the Master Servicer or the Special Servicer, as applicable, as listed on Schedule XV hereto.

 

Senior Consultation Period” means a period when the Aggregate Certificate Balance of the Class G Certificates (without regard to any Appraisal Reductions allocable to such Class in accordance with Section 6.9) is less than 25% of the initial Aggregate Certificate Balance of the Class G Certificates. Notwithstanding the definitions of “Subordinate Control Period” and “Collective Consultation Period”, with respect to any Excluded Mortgage Loan, a Senior Consultation Period shall be deemed to exist, and the Controlling Class Representative shall not be permitted to direct (or consult in respect of) the replacement of the Special Servicer, or direct (or consult) the Special Servicer in respect of Major Decisions and Asset Status Reports, with respect to such Excluded Mortgage Loan.

 

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

 

Serviced Companion Loan” means a mortgage loan that is serviced under this Agreement, is not a “Mortgage Loan” included in the Trust, and is paid on a pari passu basis with a Mortgage Loan included in the Trust. The Serviced Companion Loans related to the Trust as of the Closing Date are the 525 Seventh Avenue Serviced Companion Loan, the Ellenton Premium Outlets Serviced Companion Loan, the Grove City Premium Outlets Companion Loan and the Gulfport Premium Outlets Companion Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Companion Loan shall cease to be a Serviced Companion Loan and shall be a Non-Serviced Companion Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Companion Loan shall cease to be a Serviced Companion Loan and shall be a Non-Serviced Companion Loan.

 

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

 

Serviced Companion Loan Securities” means for so long as the Mortgage Loan or any successor REO Mortgage Loan is included in the Trust, any class of securities

 

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backed by the related Serviced Companion Loan. Any reference herein to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of one or more of the Serviced Companion Loans.

 

Serviced Pari Passu Mortgage” means the Mortgage securing a Serviced Pari Passu Mortgage Loan and its related Serviced Companion Loan secured by the related Mortgaged Property. The Serviced Pari Passu Mortgages related to the Trust as of the Closing Date are the Mortgages securing the 525 Seventh Avenue Loan Pair, the Ellenton Premium Outlets Loan Pair, the Grove City Premium Outlets Loan Pair and the Gulfport Premium Outlets Loan Pair. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Mortgage securing the Grove City Premium Outlets Loan Pair shall cease to be a Serviced Pari Passu Mortgage. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Mortgage securing the Gulfport Premium Outlets Loan Pair shall cease to be a Serviced Pari Passu Mortgage.

 

Serviced Pari Passu Mortgage Loan” means a Mortgage Loan that is included in the Trust and is paid on a pari passu basis with a Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement. The Serviced Pari Passu Mortgage Loans included in the Trust as of the Closing Date are the 525 Seventh Avenue Mortgage Loan, the Ellenton Premium Outlets Mortgage Loan, the Grove City Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan shall cease to be a Serviced Pari Passu Mortgage Loan and shall be a Non-Serviced Mortgage Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan shall cease to be a Serviced Pari Passu Mortgage Loan and shall be a Non-Serviced Mortgage Loan.

 

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

 

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

 

Servicer Fidelity Bond” or “Fidelity Bond” means a bond or insurance policy under which the insurer agrees to indemnify the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as the case may be, (subject to standard exclusions) for all losses (less any deductible) sustained as a result of any theft, embezzlement, fraud or other dishonest act on the part of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Custodian’s or the Certificate Administrator’s, as the case may be, officers or employees and is maintained in accordance with Section 8.2, Section 9.2 and Section 7.17, respectively.

 

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Servicer Mortgage File” means copies of the mortgage documents listed in the definition of “Mortgage File” relating to a Mortgage Loan and shall also include, to the extent required to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage, the Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, any insurance policies or certificates (as applicable), any property inspection reports, any financial statements on the property, any escrow analysis, any tax bills, any Appraisal, any environmental report, any engineering report, third-party management agreements, any asset summary, financial information on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any Environmental Insurance Policies.

 

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

 

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

 

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

 

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

 

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

 

Servicing Standard” means, with respect to the Master Servicer or the Special Servicer, as the case may be, to service and administer the Mortgage Loans (and any Serviced Companion Loan and Serviced B Note but not any Non-Serviced Mortgage Loan) that it is obligated to service and administer pursuant to this Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders (and in the case of any Serviced Companion Loan or Serviced B Note (taking into account the subordinate nature of any such Serviced B Note), the related holder of the Serviced Companion Loan or Serviced B Note, as applicable) as a collective whole (as determined by the Master Servicer or the Special Servicer,

 

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as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans, any Serviced Companion Loan and any Serviced B Note (and, in the case of any Loan Pair or A/B Whole Loan, the related Intercreditor Agreement) and, to the extent consistent with the foregoing, further as follows:

 

(a)          with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder;

 

(b)          with a view to the timely collection of all Scheduled Payments of principal and interest under the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note or, if a Mortgage Loan, any Serviced Companion Loan or any Serviced B Note comes into and continues in default and with respect to the Special Servicer, if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery of principal and interest on such Mortgage Loan to the Certificateholders (as a collective whole) (or in the case of any A/B Whole Loan and its related Serviced B Note or any Loan Pair, the maximization of the recovery of principal and interest on such A/B Whole Loan or Loan Pair, as applicable, to the Certificateholders and the holder of any related Serviced B Note (taking into account the subordinate nature of any such Serviced B Note) or Serviced Companion Loan, as applicable, all taken as a collective whole) on a net present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the applicable Calculation Rate); and

 

(c) without regard to: (I) any other known relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor or any Affiliate of the related Mortgagor; (II) the ownership of any Certificate or any interest in any Non-Serviced Companion Loan, Serviced Companion Loan or B Note or any mezzanine loan related to a Mortgage Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (III) the Master Servicer’s or the Special Servicer’s obligation to make Advances; (IV) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive any compensation and/or reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (V) any obligation of the Master Servicer (or any Affiliate thereof) to repurchase any Mortgage Loan from the Trust.

 

Servicing Transfer Event” means the occurrence of any of the following events: (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note is past due with respect to a Balloon Payment, and the Master Servicer or Special Servicer has determined, in its good faith reasonable judgment in accordance with the Servicing Standard, that payment is unlikely to be made on or before the 60th day after the date on which such Balloon Payment was due (or if the Master Servicer has received, prior to the 60th day after the Due Date of such Balloon Payment, written evidence (which it shall promptly deliver to the Special Servicer) from an institutional lender of its binding commitment to refinance such Mortgage Loan, Serviced Companion Loan or Serviced B Note (which

 

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commitment must be reasonably acceptable to the Special Servicer), one hundred twenty (120) days succeeding the date on which such Balloon Payment was due; provided that if such refinancing does not occur during the time period specified in such written refinancing commitment, a Servicing Transfer Event shall be deemed to have occurred), or any other payment is more than sixty (60) days past due or has not been made on or before the second (2nd) Due Date following the Due Date such payment was due; (ii) either (A) the Mortgagor under any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note has, to the Master Servicer’s or the Special Servicer’s knowledge, consented to the appointment of a receiver or conservator in any insolvency or similar proceeding of, or relating to, such Mortgagor or to all or substantially all of its property, or (B) the Mortgagor has become the subject of a decree or order issued under a bankruptcy, insolvency or similar law and such decree or order shall have remained undischarged or unstayed for a period of sixty (60) days; (iii) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note, the Master Servicer or the Special Servicer has received notice of the foreclosure or proposed foreclosure of any other lien on the related Mortgaged Property; (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note, the Master Servicer or the Special Servicer has obtained knowledge of a default (other than a failure by the related Mortgagor to pay principal or interest) that, in the good faith reasonable judgment of the Master Servicer or the Special Servicer, materially and adversely affects the interests of the Certificateholders or the holder of any related Serviced Companion Loan or Serviced B Note and which has occurred and remains unremedied for the applicable grace period specified in such Mortgage Loan (or, if no grace period is specified, sixty (60) days); (v) the Mortgagor under any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations; and (vi) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note, the Master Servicer or Special Servicer (and, in the case of the Special Servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative) has determined, in the good faith reasonable judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative), that (a) a payment default is imminent or is likely to occur within sixty (60) days, or (b) any other default is imminent or is likely to occur within sixty (60) days and such default, in the good faith reasonable judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative), is reasonably likely to materially and adversely affect the interests of the Certificateholders or the holder of any related Serviced Companion Loan or Serviced B Note (as the case may be); provided, that any determination under this clause (vi)(b) with respect to any Mortgage Loan (or Serviced B Note or Serviced Companion Loan, if applicable) solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer if it determines that such default is not an Acceptable Insurance Default (and, during any Subordinate Control Period, with the consent of the Controlling Class Representative); provided, further, that (1) if the holder of any related Serviced B Note exercised

 

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its right to cure a monetary default and a monetary default occurs in the following month due to the holder of such Serviced B Note’s failure to cure, then servicing of such Mortgage Loan shall be transferred to the Special Servicer on the Business Day following the expiration of the Cure Period (as defined in the related Intercreditor Agreement) of the holder of such Serviced B Note if the holder of such Serviced B Note does not cure the current monetary default or (2) if the holder of any related Serviced B Note has exercised its right to cure the number of consecutive monetary defaults it is permitted to cure under the related Intercreditor Agreement and a monetary default occurs in the following month, then servicing of such Mortgage Loan shall be transferred to the Special Servicer at the expiration of the Mortgagor’s grace period for the current monetary default. If a Servicing Transfer Event occurs with respect to an A Note or a Serviced B Note, it shall be deemed to have occurred also with respect to its related Serviced B Note or A Note, as the case may be; and provided, further, that if a Servicing Transfer Event would otherwise have occurred with respect to an A Note, but has not so occurred solely because the holder of any related Serviced B Note has exercised its cure rights under the related Intercreditor Agreement, then a Servicing Transfer Event will not occur with respect to such A/B Whole Loan. With respect to any Loan Pair, if a Servicing Transfer Event occurs with respect to any Serviced Pari Passu Mortgage Loan, any Serviced Companion Loan or any Serviced B Note, it shall be deemed to have occurred also with respect to each of the related Serviced Pari Passu Mortgage Loan, any Serviced Companion Loan or any Serviced B Note, respectively. Under the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, if the equivalent of a Servicing Transfer Event occurs with respect to any Non-Serviced Companion Loan or any Serviced B Note, it shall be deemed to have occurred also with respect to the related Non-Serviced Mortgage Loan.

 

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

 

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

 

Single-Purpose Entity” means a Person, other than an individual, whose organizational documents provide substantially to the effect that it is formed or organized solely for the purpose of owning and collecting payments from Defeasance Collateral for the benefit of the Trust and which (i) does not engage in any business unrelated thereto and the financing thereof; (ii) does not have any assets other than those related to its interest in Defeasance Collateral; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other Person; (iv) conducts business in its own name and uses separate stationery, invoices and checks; (v) does not guarantee or assume the debts or obligations of any other Person; (vi) does not commingle its assets or funds with those of any other Person; (vii) transacts business with affiliates on an arm’s length basis pursuant to written agreements; and (viii) holds itself out as being a legal entity, separate and apart from any other Person, and otherwise complies with the single-purpose requirements established by the Rating Agencies. The entity’s organizational documents also provide that any

 

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dissolution and winding up or insolvency filing for such entity requires the unanimous consent of all partners or members, as applicable, and that such documents may not be amended with respect to the Single-Purpose Entity requirements.

 

Sole Certificateholder” means any Certificate Owner of a Book-Entry Certificate or a Holder of a Definitive Certificate (or any group of such Certificate Owners or Holders acting in unanimity) holding 100% of the then outstanding Class F, Class G, Class H and Class J Certificates; provided that the Aggregate Certificate Balances and Notional Amounts of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E Certificates have been reduced to zero.

 

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

 

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

 

Special Servicer” means (a) with respect to the Mortgage Loans other than the Excluded Special Servicer Mortgage Loans, Rialto Capital Advisors, LLC, or its successor in interest, or any successor Special Servicer appointed as herein provided; and (b) with respect to any Excluded Special Servicer Mortgage Loan, if any, the related Excluded Special Servicer, or its successor in interest, appointed as herein provided.

 

Special Servicer Compensation” means, with respect to any applicable period, the sum of the Special Servicing Fees, the Liquidation Fees and Workout Fees and any other amounts to be paid to the Special Servicer pursuant to the terms of this Agreement.

 

Special Servicer Decision” means any of the following:

 

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

 

(b)          agreeing to any modification, waiver, consent or amendment of a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Non-Serviced Loan Combination), A/B Whole Loan or Loan Pair in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers of interest in the Mortgagor or the existing collateral or material modifications of the existing collateral), (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

 

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Prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such Principal Prepayment;

 

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

 

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

 

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

 

(f)          any requests for the funding or disbursement of “performance,” “earn-out,” “holdback” or similar escrows and reserves (including those evidenced by letters of credit) for any Mortgage Loan whose escrows and reserves (i) exceed, at the related origination date, in the aggregate, 10% of the initial principal balance of such Mortgage Loan (regardless of whether such funding or disbursement may be characterized as routine and/or customary and regardless of whether such Mortgage Loan has a primary servicer other than the Master Servicer) or (ii) are not routine and/or customary escrow and reserve fundings or disbursements.

 

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

 

(h)          any adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (to the extent lender approval is required under the related Mortgage Loan documents), if (i) the Mortgage Loan for the related mortgaged property is on the CREFC® Servicer Watch List or (ii) such budget includes material

 

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(more than 10%) increases in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan), subject in each case to any deemed approval expressly set forth in the related Mortgage Loan documents; and

 

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

 

provided, that in the case of each of the foregoing clauses (a) through (i), such action is not otherwise a Major Decision; provided, further, that with respect to clause (b) of this definition (1) the Master Servicer shall evaluate and process requests for any modifications described in clauses (b)(i) and (ii) above and obtain the consent or deemed consent of the Special Servicer as provided in this Agreement and (2) the Special Servicer shall evaluate and process and/or consent to requests for any modifications described in clause (b)(iii) above.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Stated Principal Balance” means, with respect to any Mortgage Loan (including an REO Mortgage Loan), as of any date of determination, for purposes of performing various calculations under this Agreement, an amount equal to the Cut-Off Date Principal Balance thereof (or, in the case of a Qualifying Substitute Mortgage Loan, the outstanding principal balance thereof as of the date of substitution after taking into account all payment made or due during or prior to the month of substitution), as permanently reduced on each Distribution Date (to not less than zero) by (i) that portion, if any, of the Principal Distribution Amount for such Distribution Date described in clause (I)(A) of the definition of “Principal Distribution Amount” that is allocable to such Mortgage Loan, and (ii) any Realized Principal Loss incurred in respect of such Mortgage Loan during the related Collection Period (provided that, if some or all of a Realized Principal Loss constitutes an Advance that previously reduced the Stated Principal Balance thereof by operation of clause (i) above, then the amount of that Advance included in such Realized Principal Loss shall not further reduce the Stated Principal Balance thereof under this clause (ii), and provided that, for purposes of allocating Collateral Support Deficits to the respective Classes of the Principal Balance Certificates, a Realized Principal Loss shall not include any Trust Advisor Expense that has not been allocated pursuant to Section 6.11). Notwithstanding the foregoing, if a Cash Liquidation, a Principal Prepayment in full, a discounted payoff or an REO Disposition occurs in respect of any Mortgage Loan or any related REO Property, or, if any Mortgage Loan or any related REO Property is otherwise removed from the Trust, then the “Stated Principal Balance” thereof (including an REO Mortgage Loan) shall be zero commencing as of the first (1st) Distribution Date following the end of the applicable Collection Period in which such event occurred. The “Stated Principal Balance” of any B Note, Serviced Companion Loan or Non-Serviced Companion Loan shall equal its Unpaid Principal Balance as only reduced on each Distribution Date in accordance with the definition of “Unpaid

 

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Principal Balance” by principal amounts collected and/or losses incurred during the related Collection Period.

 

Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer, an Additional Servicer or a sub-servicer.

 

Subordinate Certificates” means, collectively, the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates.

 

Subordinate Control Period” means any period when the Aggregate Certificate Balance of the Class G Certificates (as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9) is at least 25% of the initial Aggregate Certificate Balance of the Class G Certificates; provided, that if at any time the Aggregate Certificate Balance of the Principal Balance Certificates (other than the Class F Certificates and the Control Eligible Certificates) has been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, a Subordinate Control Period shall be deemed to be in effect, provided, further, that with respect to any Excluded Mortgage Loan, any Controlling Class Certificates owned by a related Borrower Party will be deemed not to be outstanding with respect to such Excluded Mortgage Loan (including for purposes of appointing the Special Servicer for such Excluded Mortgage Loan) and the consent of any related Borrower Party with respect to such Excluded Mortgage Loan shall not be required with respect to any actions that would otherwise require the consent of the Controlling Class Representative.

 

Sub-Servicer” means any Person that (1) is a Servicing Function Participant, (2) Services the assets of the Trust on behalf of (a) the Trust, (b) the Master Servicer, (c) the Special Servicer, (d) any Additional Servicer, (e) the Certificate Administrator, (f) the Custodian or (g) any other Person that otherwise constitutes a “Sub-Servicer” under Regulation AB, and (3) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions that are required to be performed by the Trust, the Certificate Administrator, the Master Servicer, the Special Servicer or any Additional Servicer under this Agreement or any sub-servicing agreement (including any primary servicing agreement) and are identified in Item 1122(d) of Regulation AB.

 

Successful Bidder” has the meaning set forth in Section 8.29(d).

 

Surviving Sub-Servicer has the meaning set forth in Section 8.4(a).

 

TA Unused Fees” means any amounts in the nature of Trust Advisor Fees that were otherwise payable, as provided in this Agreement, to a Trust Advisor that has been terminated or resigned, if and to the extent such amounts are not payable to a replacement trust advisor.

 

TA Unused Fees Reserve Account” means the TA Unused Fees Reserve Account maintained by the Certificate Administrator in accordance with the provisions of Section 5.3, which shall be a subaccount of an Eligible Account.

 

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Tax Matters Person” means the person designated as the “tax matters person” of each REMIC Pool pursuant to Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

 

Termination Price” has the meaning set forth in Section 11.1(b).

 

Third Party Reports” means, with respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report, seismic report or property condition report, if any.

 

Threshold Event Collateral” means, with respect to any A/B Whole Loan or Loan Pair, any additional collateral posted by the holder of a related Serviced B Note under the related Intercreditor Agreement so as to enable such holder to remain the Loan-Specific Directing Holder with respect to such A/B Whole Loan or Loan Pair, as and to the extent provided for in the related Intercreditor Agreement.

 

TIA” means the Trust Indenture Act of 1939.

 

TIA Applicability Determination” shall have the meaning set forth in Section 14.20 of this Agreement.

 

Title Insurance Policy” means a title insurance policy maintained with respect to a Mortgage Loan issued on the date of origination of the related Mortgage Loan.

 

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

 

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

 

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

 

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

 

Trust Advisor” means Situs Holdings, LLC, or its successor in interest, or any successor Trust Advisor appointed as herein provided.

 

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Trust Advisor Annual Report” has the meaning set forth in Section 10.5(a)(iv).

 

Trust Advisor Consulting Fee” means a fee for each Major Decision as to which the Trust Advisor has consulting rights equal to $10,000 with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, the Grove City Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan) or related A/B Whole Loan or Loan Pair, as applicable, or such lesser amount as the related Mortgagor agrees to pay, payable pursuant to Section 5.2(a)(iv) of this Agreement; provided, that the aggregate amount of such Trust Advisor Consulting Fees with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or related A/B Whole Loan or Loan Pair, as applicable, may not exceed $10,000 in any calendar year; provided, further, that no such fee shall be payable unless paid by the related Mortgagor. The Trust Advisor may in its sole discretion reduce the Trust Advisor Consulting Fee with respect to any Major Decision. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Trust Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard; provided, that the Master Servicer or the Special Servicer, as applicable, shall consult with the Trust Advisor prior to any such waiver or reduction. No Trust Advisor Consulting Fee shall be payable with respect to any B Note, any Non-Serviced Loan Combination, the Grove City Premium Outlets Loan Pair or the Gulfport Premium Outlets Loan Pair.

 

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

 

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

 

Trust Advisor Fee” means, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan, the Grove City Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan), including if such Mortgage Loan becomes an REO Mortgage Loan, for any related Mortgage Loan Accrual Period, an amount accrued at the applicable Trust Advisor Fee Rate during such related Mortgage Loan Accrual Period on the same principal balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan (or REO Mortgage Loan) during

 

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such Mortgage Loan Accrual Period, and prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Trust Advisor under this Agreement.

 

Trust Advisor Fee Rate” means 0.0013% per annum, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan, the Grove City Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan) and any successor REO Mortgage Loan.

 

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

 

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

 

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

 

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

 

Trustee” means Wells Fargo Bank, National Association, as trustee, or its successor-in-interest, or if any successor trustee or any co-trustee shall be appointed as herein provided, then “Trustee” shall also mean such successor trustee (subject to Section 7.7 hereof) and such co-trustee (subject to Section 7.9 hereof), as the case may be.

 

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

 

Trustee Indemnification Agreement” means that certain indemnification agreement, dated the Pricing Date, between the Trustee, the Depositor, the Initial Purchasers and the Underwriters, which agreement may be the same agreement as the Certificate Administrator Indemnification Agreement, if the Certificate Administrator and the Trustee are the same entity.

 

UBSRES” has the meaning set forth in the Preliminary Statement hereto.

 

UBSRES Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement I and shown on Schedule I hereto (or, with respect to any Joint Mortgage Loan, UBSRES’ pro rata share of such Joint Mortgage Loans based on UBSRES’ percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan).

 

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UBSRES Seller Defeasance Rights and Obligations” has the meaning set forth in Section 8.3(h) hereof.

 

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

 

Underwriter” means each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Drexel Hamilton, LLC, and, in each such case, its respective successor in interest.

 

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

 

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

 

Unpaid Interest” means: (a) with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest for any Distribution Date subsequent to the initial Distribution Date, the portion of Distributable Interest for such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, remaining unpaid as the close of business on the preceding Distribution Date; and (b) with respect to any Class of REMIC III Regular Certificates, the portion of Distributable Certificate Interest for such Class remaining unpaid as of the close of business on the preceding Distribution Date. For avoidance of doubt, “Unpaid Interest” shall not include any reductions in Distributable Certificate Interest in respect of the Class B, Class C, Class D or Class E Certificates as a result of the allocation of Trust Advisor Expenses, except to the extent that there

 

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are Actual Recoveries of Trust Advisor Expenses allocated to such Class pursuant to Section 6.11(c) in respect of such reductions in Distributable Certificate Interest.

 

Unpaid Principal Balance” means, with respect to any Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note (including a Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note that relates to an REO Property), as of any date of determination, an amount equal to the Cut-Off Date Principal Balance of such Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note (or, in the case of a Qualifying Substitute Mortgage Loan, the unpaid principal balance thereof outstanding as of the date of substitution after taking into account all principal and interest payments made or due during or prior to the month of substitution), reduced (to not less than zero) by (i) any payments or other collections of amounts allocable to principal with respect to such Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note that have been collected or received on or prior to such date of determination, other than any Scheduled Payments due subsequent to such date of determination, and (ii) any Realized Principal Loss (or the equivalent) incurred in respect of such Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note.

 

Voting Rights” means the portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall be: (a) in the case of the Class V and Class R Certificates, 0%; (b) in the case of any Class of Class X Certificates, a percentage equal to the product of (i) 1%, multiplied by (ii) a fraction, the numerator of which is the Notional Amount of such Class and the denominator of which is the aggregate of the Notional Amounts of all Classes of the Class X Certificates; and (c) in the case of any Class of Principal Balance Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the Aggregate Certificate Balance of such Class and the denominator of which is equal to the Aggregate Certificate Balance of all Classes of Principal Balance Certificates; provided that, if the vote relates to the termination of the Special Servicer pursuant to Section 9.30 or the Trust Advisor pursuant to Section 10.12, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates pursuant to clause (c) of this definition shall be based on the Aggregate Certificate Balance of each Class of Principal Balance Certificates as notionally reduced by any Appraisal Reductions allocated to such Class. The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their respective Percentage Interests.

 

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

 

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

 

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

 

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

 

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

 

Workout Fee” means a fee payable with respect to any Rehabilitated Mortgage Loan, equal to the lesser of (1) $1,000,000 in the aggregate with respect to any particular workout of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage Loan and (2) the product of (x) 1.0% and (y) the amount of each collection of interest (other than default interest and any Excess Interest) and principal received (including any Condemnation Proceeds or Insurance Proceeds received and applied as a collection of such interest and principal) on such Mortgage Loan (including, for this purpose, any related Serviced Companion Loan or Serviced B Note, as applicable), for so long as it remains a Rehabilitated Mortgage Loan; provided, that the Workout Fee with respect to any Rehabilitated Mortgage Loan shall be reduced by the amount of any Excess Modification Fees actually received by the Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension, waiver or amendment that constituted a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation Fee. Notwithstanding the foregoing, if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Servicing Transfer Event” as a result of payment default on the related maturity date and the related collection of principal and interest is received within three (3) months following the related maturity date as a result of the related Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain (x) a workout fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in connection with such workout.

 

WPC Department Store Portfolio Directing Holder” means the “Controlling Note Holder” or any analogous term under the WPC Department Store Portfolio Intercreditor Agreement.

 

WPC Department Store Portfolio Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the promissory notes comprising the WPC Department Store Portfolio Non-Serviced Loan Combination.

 

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WPC Department Store Portfolio Mortgage” means the Mortgage securing the WPC Department Store Portfolio Non-Serviced Loan Combination.

 

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

 

WPC Department Store Portfolio Non-Serviced Companion Loan” means, collectively, the promissory notes designated as “Note A-2” and “Note A-3” that are not included in the Trust and are pari passu in right of payment with the WPC Department Store Portfolio Mortgage Loan to the extent set forth in the WPC Department Store Portfolio Intercreditor Agreement. The WPC Department Store Portfolio Non-Serviced Companion Loan is not a “Mortgage Loan.”

 

WPC Department Store Portfolio Non-Serviced Loan Combination” means, collectively, the WPC Department Store Portfolio Mortgage Loan and the WPC Department Store Portfolio Non-Serviced Companion Loan.

 

Section 1.2      Calculations Respecting Mortgage Loans.

 

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

 

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

 

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to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(x)        as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing thereunder;

 

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(xi)       as a recovery of any other amounts then due and owing thereunder other than remaining unpaid principal and other than, if applicable, accrued and unpaid Excess Interest (provided that if both consent fees and Trust Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Trust Advisor Consulting Fees);

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(iv)       to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal thereof to the extent of its entire unpaid principal balance;

 

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(v)        as a recovery of accrued and unpaid interest thereon to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with related Appraisal Reductions (to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or Section 1.2(b)(v) on earlier dates);

 

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

 

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

 

(viii)     as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing thereunder;

 

(ix)       as a recovery of any other amounts then due and owing thereunder other than, if applicable, accrued and unpaid Excess Interest (provided that if both consent fees and Trust Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Trust Advisor Consulting Fees); and

 

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

 

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

 

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

 

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

 

Section 1.4      Interpretation.

 

(a)          Whenever the Agreement refers to a Distribution Date and a “related” Collection Period, Determination Date, Distribution Date Statement, Due Date, Interest Accrual Period, Master Servicer Remittance Date, Record Date, Report Date or Special Servicer Remittance Date, such reference shall be to the Collection Period, Determination Date, Distribution Date Statement, Due Date, Interest Accrual Period, Master Servicer Remittance Date, Record Date, Report Date or Special Servicer Remittance Date, as applicable, immediately preceding (or, in the case of a period, most recently ended prior to) such Distribution Date.

 

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(b)          As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable.

 

(c)          The words “hereof,” “herein” and “hereunder,” and words of similar import, when used in this Agreement, shall refer to this agreement as a whole and not to any particular provision of this Agreement, and references to Sections, Schedules and Exhibits contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

 

(d)          Whenever a term is defined herein, the definition ascribed to such term shall be equally applicable to both the singular and plural forms of such term and to masculine, feminine and neuter genders of such term.

 

(e)          References herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement.

 

(f)          A reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions.

 

(g)          The terms “include”, includes” or “including” shall mean without limitation by reason of enumeration.

 

(h)          This Agreement is the result of arm’s-length negotiations between the parties and has been reviewed by each party hereto and its counsel. Each party agrees that any ambiguity in this Agreement shall not be interpreted against the party drafting the particular clause which is in question.

 

Section 1.5          ARD Loans.  Notwithstanding any provision of this Agreement:

 

(a)          With respect to any ARD Loans, the Excess Interest accruing as a result of the step-up in the Mortgage Rate upon failure of the related Mortgagor to pay the principal due on the Anticipated Repayment Date as specifically provided for in the related Mortgage Note shall not be taken into account for purposes of the definitions of “Appraisal Reduction,” “Assumed Scheduled Payment,” “Mortgage Rate,” “Prepayment Premium,” “Prepayment Interest Shortfall,” “Prepayment Interest Excess,” “Purchase Price” and “Realized Loss.”

 

(b)          Excess Interest on the ARD Mortgage Loans shall constitute an asset of the Trust but not an asset of any REMIC Pool.

 

(c)          Neither the Master Servicer nor the Special Servicer shall take any enforcement action with respect to the payment of Excess Interest on any Mortgage Loan unless the taking of such action is consistent with the Servicing Standard and all other amounts due under such Mortgage Loan have been paid, and, in the good faith and reasonable judgment of the Master Servicer and the Special Servicer, as the case may be, the Liquidation Proceeds expected

 

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to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest thereon.

 

(d)          Neither Liquidation Fees nor Workout Fees shall be deemed to be earned on Excess Interest, nor shall Excess Interest be included as part of any servicing compensation.

 

(e)          With respect to an ARD Mortgage Loan, after its Anticipated Repayment Date, the Master Servicer or the Special Servicer, as the case may be, shall be permitted, in its discretion, to waive in accordance with and subject to Section 8.18 and Section 9.5 hereof, all or any accrued Excess Interest if, prior to the related Maturity Date, the related Mortgagor has requested the right to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such prepayment except for all or a portion of accrued Excess Interest, provided that the Master Servicer’s or the Special Servicer’s determination to waive the right to such accrued Excess Interest is in accordance with the Servicing Standard and with Section 8.18 and Section 9.5 hereof. The Master Servicer or the Special Servicer, as the case may be, will have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria.

 

(f)          With respect to an ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may (but, consistent with the Servicing Standard, shall not be obligated to) take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents.

 

Section 1.6          Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations.

 

(a)          The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or Serviced B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or Serviced B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.

 

(b)          For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances,

 

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

 

(c)          In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer shall each tender to (in the case of a purchase under such clause (ii)) the related purchaser (provided that the related purchaser shall have paid the full amount of the applicable purchase price) or (in the case of such clause (iii)) to the holder of the related Serviced Companion Loan or Serviced B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan, the related Serviced Companion Loan and any related Serviced B Note or an A Note and the related Serviced B Note are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.

 

(d)          If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or

 

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the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or Serviced B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.

 

(e)          With respect to the 525 Seventh Avenue Loan Pair, the parties hereto acknowledge and agree that the 525 Seventh Avenue Mortgage Loan is pari passu in right of payment with the 525 Seventh Avenue Serviced Companion Loan to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement. At no time shall any holder of the 525 Seventh Avenue Serviced Companion Loan be the Loan-Specific Directing Holder for the 525 Seventh Avenue Loan Pair; provided, that, the holder of the 525 Seventh Avenue Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holder to the extent such holder requests consultation) as and to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement.

 

(f)          With respect to the Ellenton Premium Outlets Loan Pair, the parties hereto acknowledge and agree that the Ellenton Premium Outlets Mortgage Loan is pari passu in right of payment with the Ellenton Premium Outlets Serviced Companion Loan to the extent set forth in the Ellenton Premium Outlets Intercreditor Agreement. At no time shall any holder of the Ellenton Premium Outlets Serviced Companion Loan be the Loan-Specific Directing Holder for the Ellenton Premium Outlets Loan Pair; provided, that, the holder of the Ellenton Premium Outlets Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holder to the extent such holder requests consultation) as and to the extent set forth in the Ellenton Premium Outlets Intercreditor Agreement.

 

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

 

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

 

(i)          On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” the Grove City Premium Outlets Companion Loan shall be a “Non-Serviced Companion Loan,” and the Grove City Premium Outlets Mortgage Loan shall be a “Non-Serviced Mortgage Loan.”

 

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

 

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

 

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

 

(m)          On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” the Gulfport Premium Outlets Companion Loan shall be a “Non-Serviced Companion Loan,” and the Gulfport Premium Outlets Mortgage Loan shall be a “Non-Serviced Mortgage Loan.”

 

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

 

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

 

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

 

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

 

(r)          Any Other Depositor, Other Master Servicer, Other Special Servicer, Other Certificate Administrator, Other Trustee and Other Trust Advisor (and any director, officer, employee or agent of any of the foregoing) (collectively, the “Other Indemnified Parties”) shall be indemnified by the Trust against, and the Trust shall promptly reimburse such Other Indemnified Parties for, any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the related Non-Serviced Mortgage Loan under the related Other Companion Loan Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (or, with respect to the related Other Trust Advisor, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) (but excluding

 

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any such losses allocable to the related Non-Serviced Companion Loans) to the extent of its pro rata share of such indemnified items; provided, that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms of the related Other Companion Loan Pooling and Servicing Agreement; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such person under the related Other Companion Loan Pooling and Servicing Agreement; or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such person’s obligations and duties under the related Other Companion Loan Pooling and Servicing Agreement or the related Intercreditor Agreement or resulting from negligent disregard of such obligations and duties.

 

(s)          Promptly following the Closing Date, with respect to any Loan Pair or Non-Serviced Loan Combination, the Master Servicer shall deliver to any holder of a related Serviced Companion Loan or (solely if a Non-Serviced Companion Loan is the “Lead Securitization Note” (or similar term, in any case, as defined in the related Intercreditor Agreement)) a related Non-Serviced Companion Loan, as applicable (or Other Master Servicer, Other Special Servicer and Other Trustee on its behalf), written notice of (i) the securitization of the related Mortgage Loan stating that, as of the Closing Date, the Trustee is the holder of the applicable Mortgage Loan and (ii) any change in the identity of the Master Servicer or other party hereto designated in accordance with Section 9.3(e) to exercise the rights of the “Non-Directing Holder” or such other analogous term as may be set forth in the related Intercreditor Agreement. Such notice shall be accompanied by the name and contact information of each of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Controlling Class Representative, as well as a copy of this Agreement.

 

(t)          Upon request of an Other Master Servicer or Other Special Servicer, as applicable, with respect to any Loan Pair, the Master Servicer and the Special Servicer shall provide each Other Master Servicer and Other Special Servicer that is servicing or otherwise has duties with respect to a related Serviced Companion Loan such information as is necessary to enable each such Other Master Servicer or Other Special Servicer to perform its related servicing and other duties under the related Other Companion Loan Pooling and Servicing Agreement.

 

(u)          To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Loan Pair or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.

 

Section 1.7          Rating Agency Confirmations.

 

(a)          Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or

 

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has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) such Requesting Party shall (without providing notice to the 17g-5 Information Provider) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, (x) with respect to any such condition in any Mortgage Loan document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) shall determine, in accordance with its duties under this Agreement and, in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, whether or not such action would be in the best interests of the Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of any related Serviced B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of such parties, then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied (i) if Morningstar is the non-responding Rating Agency, such replacement master servicer or special servicer is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period prior to the date of determination and Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of such commercial mortgage-backed certificates citing servicing concerns with the replacement master servicer or special servicer, as applicable, as the sole or material factor in such rating action, (ii) if Fitch is the non-responding Rating Agency, if the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer), (iii) if KBRA is the non-responding Rating Agency, the non-responding Rating Agency has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction rated by KBRA and serviced by the applicable servicer prior to the time of determination, or (iv) if Moody’s is the non-responding Rating Agency, (A) the applicable replacement master servicer or special servicer, as applicable, confirms in writing that it was appointed to act as the master servicer or special servicer as applicable, on a transaction level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (B) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial mortgage-

 

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backed securities transaction serviced by the applicable servicer prior to the time of determination.

 

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

 

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

 

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

 

(d)          Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows:

 

If to Moody’s, to:

Moody’s Investors Service, Inc.
7 World Trade Center
New York, New York 10007
Fax: (212) 553-0300
Attention: Commercial Mortgage Surveillance Group
Email: CMBSSurveillance@moodys.com

 

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If to Fitch, to:

Fitch Ratings, Inc.
33 Whitehall Street
New York, New York 10004
Fax: (212) 635-0294
Attention: Commercial Mortgage Surveillance
Email: info.cmbs@fitchratings.com

 

If to KBRA, to:

Kroll Bond Rating Agency, Inc.
845 Third Avenue
New York, New York 10022
Attention: CMBS Surveillance
Email: CMBSSurveillance@krollbondratings.com

 

If to Morningstar, to:

Morningstar Credit Ratings, LLC
220 Gibraltar Road, Suite 300
Horsham, Pennsylvania 19044
Attention: CMBS Surveillance
Email: cmbsratings@morningstar.com

 

or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto.

 

(e)          The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

 

ARTICLE II
DECLARATION OF TRUST;
ISSUANCES OF CERTIFICATES

 

Section 2.1          Conveyance of Mortgage Loans.

 

(a)          Effective as of the Closing Date, the Depositor does hereby establish a trust designated as “Morgan Stanley Capital I Trust 2015-UBS8” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest

 

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of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, (ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I or the Grantor Trust. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates in December 2015. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after December 1, 2015. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment of any A Notes and any Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms of the related Intercreditor Agreements, and the Trustee, by the execution and delivery of this Agreement, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).

 

(b)          In connection with the Depositor’s assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each Seller pursuant to the applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed to the Trustee as specified in clause (i) of the definition of “Mortgage File.” Each Seller is required, pursuant to the applicable Mortgage Loan Purchase Agreement, to deliver to the Custodian (on behalf of the Trustee) the remaining documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. None of the Trustee, the Certificate Administrator, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b). Promptly upon receipt (but no later than ten (10) Business Days after the Closing Date), the Custodian shall deliver to the Master Servicer each original letter of credit set forth on Schedule XVI hereto, and the Master Servicer shall hold such original letters of credit on behalf of the Trustee pursuant to and in accordance with