0001539497-12-000723.txt : 20121129 0001539497-12-000723.hdr.sgml : 20121129 20121128213923 ACCESSION NUMBER: 0001539497-12-000723 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WFRBS Commercial Mortgage Trust 2012-C10 CENTRAL INDEX KEY: 0001561726 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-172366-05 FILM NUMBER: 121230257 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 BUSINESS PHONE: 7043832556 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC CENTRAL INDEX KEY: 0000850779 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 561643598 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 BUSINESS PHONE: 7043832556 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 FORMER COMPANY: FORMER CONFORMED NAME: WACHOVIA COMMERCIAL MORTGAGE SECURITIES INC DATE OF NAME CHANGE: 20020304 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC DATE OF NAME CHANGE: 19960520 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION MORTGAGE SECURITIES INC DATE OF NAME CHANGE: 19951013 FWP 1 n156_fwpx6.htm FREE WRITING PROSPECTUS Unassociated Document
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-172366-05
     
 
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
 
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-172366) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-800-745-2063 (8 a.m. - 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.
 
Nothing in this document constitutes an offer of securities for sale in any other jurisdiction where the offer or sale is not permitted.  The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.  These materials are subject to change, completion, supplement or amendment from time to time.
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
The offered certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. Prospective investors should understand that, when considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class of certificates has been priced and the underwriters have confirmed the allocation of certificates to be made to investors; any “indications of interest” expressed by any prospective investor, and any “soft circles” generated by the underwriters, will not create binding contractual obligations for such prospective investors, on the one hand, or the underwriters, the depositor or any of their respective agents or affiliates, on the other hand.
 
As a result of the foregoing, a prospective investor may commit to purchase certificates that have characteristics that may change, and each prospective investor is advised that all or a portion of the certificates referred to in these materials may be issued without all or certain of the characteristics described in these materials. The underwriters’ obligation to sell certificates to any prospective investor is conditioned on the certificates and the transaction having the characteristics described in these materials. If the underwriters determine that a condition is not satisfied in any material respect, such prospective investor will be notified, and neither the depositor nor the underwriters will have any obligation to such prospective investor to deliver any portion of the offered certificates which such prospective investor has committed to purchase, and there will be no liability between the underwriters, the depositor or any of their respective agents or affiliates, on the one hand, and such prospective investor, on the other hand, as a consequence of the non-delivery.
 
 
 

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

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

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

 
POOLING AND SERVICING AGREEMENT
 
Dated as of December 1, 2012
 

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

 
Commercial Mortgage Pass Through Certificates
Series 2012-C10
 
 
 
 

 
 
TABLE OF CONTENTS
       
Page
         
ARTICLE I
         
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
         
Section 1.01
 
Defined Terms
 
5
Section 1.02
 
General Interpretive Principles
 
96
Section 1.03
 
Certain Calculations in Respect of the Mortgage Pool
 
97
Section 1.04
 
Cross-Collateralized Mortgage Loans
 
101
Section 1.05
 
Incorporation of Preliminary Statement
 
101
 
ARTICLE II
 
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR
INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II
RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES
         
Section 2.01
 
Conveyance of Mortgage Loans
 
101
Section 2.02
 
Acceptance of Mortgage Loans by Trustee
 
106
Section 2.03
 
Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties
 
109
Section 2.04
 
Representations and Warranties of the Depositor
 
118
Section 2.05
 
Representations and Warranties of the Master Servicer
 
119
Section 2.06
 
Representations and Warranties of the Special Servicer
 
121
Section 2.07
 
Representations and Warranties of the Trust Advisor
 
123
Section 2.08
 
Representations and Warranties of the Certificate Administrator
 
124
Section 2.09
 
Representations and Warranties of the Tax Administrator
 
126
Section 2.10
 
Representations, Warranties and Covenants of the Trustee
 
127
Section 2.11
 
Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I
 
129
Section 2.12
 
Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee
 
132
Section 2.13
 
Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II
 
132
Section 2.14
 
Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee
 
134
Section 2.15
 
Creation of REMIC III; Issuance of the Regular Certificates, the REMIC III Components and the REMIC III Residual Interest
 
134
Section 2.16
 
Issuance of the Class R Certificates
 
136
Section 2.17
 
Grantor Trust Pool; Issuance of the Class V Certificates
 
136
 
 
-i-

 
 
ARTICLE III
 
ADMINISTRATION AND SERVICING OF THE TRUST FUND
         
Section 3.01
 
General Provisions
 
137
Section 3.02
 
Collection of Mortgage Loan Payments
 
143
Section 3.03
 
Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts
 
144
Section 3.04
 
Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account and Loss of Value Reserve Fund
 
148
Section 3.05
 
Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account
 
155
Section 3.06
 
Investment of Funds in the Accounts
 
171
Section 3.07
 
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage
 
173
Section 3.08
 
Enforcement of Alienation Clauses
 
179
Section 3.09
 
Realization Upon Defaulted Serviced Mortgage Loans
 
183
Section 3.10
 
Trustee to Cooperate; Release of Mortgage Files
 
187
Section 3.11
 
Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances
 
189
Section 3.12
 
Property Inspections; Collection of Financial Statements
 
201
Section 3.13
 
[Reserved.]
 
203
Section 3.14
 
[Reserved.]
 
203
Section 3.15
 
Access to Information
 
203
Section 3.16
 
Title to Administered REO Property; REO Account
 
205
Section 3.17
 
Management of Administered REO Property
 
207
Section 3.18
 
Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans
 
210
Section 3.19
 
Additional Obligations of Master Servicer and Special Servicer
 
217
Section 3.20
 
Modifications, Waivers, Amendments and Consents
 
223
Section 3.21
 
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
 
230
Section 3.22
 
Sub-Servicing Agreements
 
232
Section 3.23
 
Subordinate Class Representative
 
236
Section 3.24
 
Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative
 
238
Section 3.25
 
Application of Default Charges
 
245
Section 3.26
 
Certain Matters Regarding the Serviced Loan Combinations
 
247
Section 3.27
 
Rating Agency Confirmations; Communications with Rating Agencies
 
250
Section 3.28
 
The Trust Advisor
 
254
Section 3.29
 
[Reserved]
 
263
Section 3.30
 
General Acknowledgement Regarding Non-Serviced Companion Loan Holders
 
263
Section 3.31
 
Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans
 
264
 
 
-ii-

 
 
ARTICLE IV
 
PAYMENTS TO CERTIFICATEHOLDERS
         
Section 4.01
 
Distributions
 
265
Section 4.02
 
Distribution Date Statements; Servicer Reporting
 
274
Section 4.03
 
P&I Advances
 
283
Section 4.04
 
Allocation of Realized Losses and Additional Trust Fund Expenses
 
287
Section 4.05
 
Allocation of Certain Trust Advisor Expenses
 
289
Section 4.06
 
Calculations
 
290
 
ARTICLE V
 
THE CERTIFICATES
         
Section 5.01
 
The Certificates
 
291
Section 5.02
 
Registration of Transfer and Exchange of Certificates
 
292
Section 5.03
 
Book-Entry Certificates
 
300
Section 5.04
 
Mutilated, Destroyed, Lost or Stolen Certificates
 
302
Section 5.05
 
Persons Deemed Owners
 
302
Section 5.06
 
Certification by Certificate Owners
 
302
Section 5.07
 
Appointment of Authenticating Agents
 
303
 
ARTICLE VI
 
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE TRUST ADVISOR
         
Section 6.01
 
Liability of the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor
 
304
Section 6.02
 
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer
 
304
Section 6.03
 
Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicer and the Special Servicer
 
305
Section 6.04
 
Resignation of the Master Servicer and the Special Servicer
 
308
Section 6.05
 
Replacement of Special Servicer
 
309
Section 6.06
 
Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer
 
312
Section 6.07
 
Master Servicer and Special Servicer May Own Certificates
 
313
 
ARTICLE VII
 
SERVICER TERMINATION EVENTS
         
Section 7.01
 
Servicer Termination Event
 
314
Section 7.02
 
Trustee to Act; Appointment of Successor
 
320
 
 
-iii-

 
 
Section 7.03
 
Notification to Certificateholders
 
321
Section 7.04
 
Waiver of Servicer Termination Event
 
322
Section 7.05
 
Additional Remedies of Trustee Upon Servicer Termination Event
 
322
 
ARTICLE VIII
 
THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE
TAX ADMINISTRATOR
         
Section 8.01
 
Duties of the Trustee, the Certificate Administrator and the Tax Administrator
 
323
Section 8.02
 
Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator
 
326
Section 8.03
 
The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans
 
328
Section 8.04
 
The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates
 
328
Section 8.05
 
Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator
 
329
Section 8.06
 
Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator
 
331
Section 8.07
 
Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator
 
332
Section 8.08
 
Successor Trustee, Certificate Administrator and Tax Administrator
 
334
Section 8.09
 
Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator
 
335
Section 8.10
 
Appointment of Co-Trustee or Separate Trustee
 
335
Section 8.11
 
Appointment of Custodian
 
336
Section 8.12
 
Access to Certain Information
 
337
Section 8.13
 
Cooperation Under Applicable Banking Law
 
345
         
ARTICLE IX
         
TERMINATION
         
Section 9.01
 
Termination Upon Repurchase or Liquidation of All Mortgage Loans
 
345
Section 9.02
 
Additional Termination Requirements
 
348
         
ARTICLE X
         
ADDITIONAL TAX PROVISIONS
         
Section 10.01
 
REMIC Administration
 
349
Section 10.02
 
Grantor Trust Administration
 
352
 
 
-iv-

 
 
Section 10.03
 
The Depositor, the Master Servicer and the Special Servicer to Cooperate with the Tax Administrator
 
355
         
ARTICLE XI
         
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
         
Section 11.01
 
Intent of the Parties; Reasonableness
 
356
Section 11.02
 
Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan
 
357
Section 11.03
 
Sub-Servicers; Subcontractors and Agents
 
358
Section 11.04
 
Information to be Provided by the Master Servicer and the Special Servicer
 
359
Section 11.05
 
Information to be Provided by the Trustee
 
359
Section 11.06
 
Filing Obligations
 
360
Section 11.07
 
Form 10-D Filings
 
360
Section 11.08
 
Form 10-K Filings
 
363
Section 11.09
 
Sarbanes-Oxley Certification
 
366
Section 11.10
 
Form 8-K Filings
 
367
Section 11.11
 
Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports
 
369
Section 11.12
 
Annual Compliance Statements
 
369
Section 11.13
 
Annual Reports on Assessment of Compliance with Servicing Criteria
 
371
Section 11.14
 
Annual Independent Public Accountants’ Servicing Report
 
373
Section 11.15
 
Exchange Act Reporting Indemnification
 
374
Section 11.16
 
Amendments
 
375
Section 11.17
 
Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods
 
376
Section 11.18
 
Termination of the Certificate Administrator
 
377
         
ARTICLE XII
         
MISCELLANEOUS PROVISIONS
         
Section 12.01
 
Amendment
 
378
Section 12.02
 
Recordation of Agreement; Counterparts
 
380
Section 12.03
 
Limitation on Rights of Certificateholders
 
381
Section 12.04
 
Governing Law
 
382
Section 12.05
 
Notices
 
382
Section 12.06
 
Communications by Electronic Mail
 
383
Section 12.07
 
Severability of Provisions
 
384
Section 12.08
 
Successors and Assigns; Beneficiaries
 
384
Section 12.09
 
Article and Section Headings
 
384
Section 12.10
 
Notices to Subordinate Class Representative
 
384
Section 12.11
 
Complete Agreement
 
385
Section 12.12
 
Precautionary Trust Indenture Act Provisions
 
385
 
 
-v-

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

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

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

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

(1)
The REMIC II Remittance Rate for each REMIC II Regular Interest shall be a variable rate per annum calculated in accordance with the definition of “REMIC II Remittance Rate”.
 
REMIC III
 
As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”.  The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class X-A and Class X-B Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A and Class X-B Certificates will evidence ownership of five (5) and two (2) classes of “regular interests”, respectively, in REMIC III, all as described herein.  The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions.  The Latest Possible Maturity Date for each Class of Regular Certificates is the Rated Final Distribution Date.
 
Designations of the REMIC III Components
 
The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.  The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.
 
Corresponding REMIC II Regular Interests
 
The following table irrevocably sets forth, with respect to each REMIC II Regular Interest, the Class of Certificates and the REMIC III Component of the Class X-A Certificates or REMIC III Component of the Class X-B Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest:
 
 
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REMIC II
Regular Interest
 
Class of
Certificates or
REMIC III
Regular Interest
 
REMIC III
Component of
Class X-A
Certificates
 
REMIC III
Component of
Class X-B
Certificates
A-1
 
A-1 Certificates
 
A-1-X-A
 
Not Applicable
A-2
 
A-2 Certificates
 
A-2-X-A
 
Not Applicable
A-3
 
A-3 Certificates
 
A-3-X-A
 
Not Applicable
A-SB
 
A-SB Certificates
 
A-SB-X-A
 
Not Applicable
A-S
 
A-S Certificates
 
A-S-X-A
 
Not Applicable
B
 
B Certificates
 
Not Applicable
 
B-X-B
C
 
C Certificates
 
Not Applicable
 
C-X-B
D
 
D Certificates
 
Not Applicable
 
Not Applicable
E
 
E Certificates
 
Not Applicable
 
Not Applicable
F
 
F Certificates
 
Not Applicable
 
Not Applicable
G
 
G Certificates
 
Not Applicable
 
Not Applicable
 
Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,305,613,775.
 
Class Designations of the Certificates
 
The following table irrevocably sets forth the Class designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates.
 
Class
Designation
 
 
Pass-Through Rate
 
Initial Class
Principal Balance
Class A-1
 
[__]% per annum
 
$82,960,000
Class A-2
 
[__]% per annum
 
$85,912,000
Class A-3
 
[__]% per annum
 
$621,167,000
Class A-SB
 
[__]% per annum
 
$123,890,000
Class X-A
 
Variable (1)
 
(2)
Class X-B
 
Variable (1)
 
(3)
 
 
-3-

 
 
Class
Designation
 
 
Pass-Through Rate
 
Initial Class
Principal Balance
Class A-S
 
[__]% per annum
 
$127,297,000
Class B
 
[__]% per annum
 
$76,705,000
Class C
 
Variable (1)
 
$42,433,000
Class D
 
Variable (1)
 
$52,224,000
Class E
 
Variable (1)
 
$26,113,000
Class F
 
Variable (1)
 
$22,848,000
Class G
 
Variable (1)
 
$44,064,775
Class R
 
None
 
None
Class V
 
None
 
(4)
 

(1)
The respective Pass-Through Rates for the Class X-A, Class X-B, Class  C, Class D, Class E, Class F and Class G Certificates will, in the case of each of those Classes, be a variable rate per annum calculated in accordance with the definition of “Pass-Through Rate”.
 
(2)
The Class X-A Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-A Certificates will evidence the ownership of five (5) REMIC regular interests, each corresponding to one of the components of the notional balance of the Class X-A Certificates.  The Class X-A Certificates will have a Class Notional Amount which will be equal to the aggregate of the Component Notional Amounts of the REMIC III Components of such Class from time to time.  As more specifically provided herein, interest in respect of such Class of Certificates will consist of the aggregate amount of interest accrued on the respective Component Notional Amounts of such Class’ REMIC III Components from time to time.
 
(3)
The Class X-B Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-B Certificates will evidence the ownership of two (2) REMIC regular interests, each corresponding to one of the components of the notional balance of the Class X-B Certificates.  The Class X-B Certificates will have a Class Notional Amount which will be equal to the Component Notional Amounts of the REMIC III Components of such Class from time to time.  As more specifically provided herein, interest in respect of such Class of Certificates will consist of the amount of interest accrued on the respective Component Notional Amounts of such Class’ REMIC III Components from time to time.
 
(4)
The Class V Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class V Certificates will evidence the beneficial ownership of the assets of the portion of the Grantor Trust consisting of the Grantor Trust V Assets.
 
The Class V Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust, which consists of the Grantor Trust V Assets described herein.  As provided herein, the Certificate Administrator shall not take any actions to cause the portions of the Trust Fund consisting of the Grantor Trust to fail to maintain its status as a “grantor trust” under federal income tax law and to not be treated as part of any Trust REMIC Pool.
 
Split Loan Structures
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “Republic Plaza Mortgage Loan”) also secures a companion loan to the same Borrower, which is pari passu in right of payment to the Republic Plaza Mortgage Loan (the “Republic Plaza Pari Passu Companion Loan” and together with the Republic Plaza Mortgage Loan, the “Republic Plaza Loan Combination”).  The Republic Plaza Pari Passu Companion Loan and all amounts attributable thereto will not be assets of the Trust
 
 
-4-

 
 
Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holders of the Republic Plaza Pari Passu Companion Loan.  The relative rights of the holder of the Republic Plaza Mortgage Loan and the holders of the Republic Plaza Pari Passu Companion Loan are set forth in the related Intercreditor Agreement.  The Republic Plaza Loan Combination will initially be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.  After the securitization of the Republic Plaza Pari Passu Companion Loan designated as promissory note A-2, the Republic Plaza Loan Combination will be serviced pursuant to the related Non-Trust Pooling and Servicing Agreement.
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “Concord Mills Mortgage Loan”) also secures a companion loan to the same Borrower, which is pari passu in right of payment to the Concord Mills Mortgage Loan (the “Concord Mills Pari Passu Companion Loan” and together with the Concord Mills Mortgage Loan, the “Concord Mills Loan Combination”).  The Concord Mills Pari Passu Companion Loan and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holders of the Concord Mills Pari Passu Companion Loan.  The relative rights of the holder of the Concord Mills Mortgage Loan and the holders of the Concord Mills Pari Passu Companion Loan are set forth in the related Intercreditor Agreement.  The Concord Mills Loan Combination will initially be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.  After the securitization of the Concord Mills Pari Passu Companion Loan designated as promissory note A-1, the Concord Mills Loan Combination will be serviced pursuant to the related Non-Trust Pooling and Servicing Agreement.
 
Capitalized terms used but not otherwise defined in this Preliminary Statement have the respective meanings assigned thereto in Section 1.01 of this Agreement.
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator and the Trustee hereby agree as follows:
 
ARTICLE I
 
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
 
Section 1.01     Defined Terms.
 
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01, subject to modification in accordance with Section 1.04.
 
30/360 Basis”:  The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.
 
30/360 Mortgage Loan”:  A Mortgage Loan that accrues interest on a 30/360 Basis.
 
 
-5-

 
 
Acceptable Insurance Default”:  As defined in Section 3.07(a).
 
Accrued Certificate Interest”:  The interest accrued from time to time with respect to any Class of Regular Certificates, the amount of which interest shall equal:  (a) in the case of any Class of Principal Balance Certificates, for any Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate applicable to such Class of Regular Certificates for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of Regular Certificates outstanding immediately prior to the related Distribution Date; and (b) in the case of either Class of Interest Only Certificates for any Interest Accrual Period, the aggregate amount of Accrued Component Interest for all of such Class’ REMIC III Components for such Interest Accrual Period.
 
Accrued Component Interest”:  The interest accrued from time to time with respect to any REMIC III Component of either Class of Interest Only Certificates, the amount of which interest shall equal, for any Interest Accrual Period, one-twelfth of the product of (i) either (A) in the case of each REMIC III Component of the Class X-A Certificates, the Class X-A Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, or (B) in the case of each REMIC III Component of the Class X-B Certificates, the Class X-B Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, multiplied by (ii) the Component Notional Amount of such REMIC III Component outstanding immediately prior to the related Distribution Date.
 
Actual/360 Basis”:  The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable recurring accrual period) in a year assumed to consist of 360 days.
 
Actual/360 Mortgage Loan”:  A Mortgage Loan that accrues interest on an Actual/360 Basis.
 
Additional Collateral”:  Any non-real property collateral (including any Letters of Credit or Reserve Funds) pledged and/or delivered by or on behalf of the related Borrower and held by the related Mortgagee to secure payment on any Mortgage Loan which, in the case of any Loan Combination, also secures payment on the related Pari Passu Companion Loan).
 
Additional Form 10-D Disclosure”:  As defined in Section 11.07.
 
Additional Form 10-K Disclosure”:  As defined in Section 11.08.
 
Additional Master Servicing Compensation”:  As defined in Section 3.11(b).
 
Additional Servicer”:  Each Affiliate of the Master Servicer, any Mortgage Loan Seller, the Depositor, the Non-Trust Master Servicer, the Non-Trust Special Servicer or any of the Underwriters, that Services any of the Mortgage Loans and each Person, other than the Special Servicer, who is not an Affiliate of the Master Servicer, any Mortgage Loan Seller, the Depositor or any of the Underwriters and who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).  For clarification purposes, the Certificate Administrator is an Additional Servicer and the Trustee is not an Additional Servicer.  For further clarification purposes, the Special Servicer and the Trust Advisor are not Additional
 
 
-6-

 
 
Servicers, it being acknowledged that the Special Servicer and the Trust Advisor constitute Reporting Servicers regardless of the number or percentage of Mortgage Loans serviced on any particular date.
 
Additional Special Servicing Compensation”:  As defined in Section 3.11(d).
 
Additional Trust Fund Expense”:  Any expense of the Trust Fund that (i) arises out of a default on a Mortgage Loan or a Serviced Pari Passu Companion Loan or an otherwise unanticipated event, (ii) is not included in the calculation of a Realized Loss, (iii) is not covered by a Servicing Advance or a corresponding collection from the related Borrower, and (iv) is not covered by Default Charges collected on the Mortgage Loans to the extent provided herein.
 
Additional Yield Amount”:  As defined in Section 4.01.
 
Administered REO Property”:  Any REO Property other than any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.
 
Administrative Fee Rate”:  With respect to each Mortgage Loan, the sum of (i) the Trustee Fee Rate, (ii) the Certificate Administrator Fee Rate, (iii) the Trust Advisor Ongoing Fee Rate (unless the Mortgage Loan is a Pari Passu Mortgage Loan), (iv) the applicable Master Servicing Fee Rate and (v) in the case of each Pari Passu Mortgage Loan from and after a securitization of the related Pari Passu Companion Loan, a rate per annum equal to the Pari Passu Primary Servicing Fee Rate.
 
Advance”:  Any P&I Advance or Servicing Advance.
 
Advance Interest”:  The interest accrued on any Advance (other than any Unliquidated Advance) at the Reimbursement Rate, which is payable to the party hereto that made that Advance, all in accordance with Section 3.11(g) or Section 4.03, as applicable.
 
Adverse Grantor Trust Event”:  Either:  (i) any impairment of the status of the Grantor Trust Pool as a Grantor Trust; or (ii) the imposition of a tax upon the Grantor Trust Pool or any of its assets or transactions.
 
Adverse Rating Event”:  With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).
 
Adverse REMIC Event”:  Either:  (i) any impairment of the status of any REMIC Pool as a REMIC, including (insofar as it relates to a proposed modification, waiver or amendment of any term of a Mortgage Loan) any impairment that could result by virtue of the exercise of a “unilateral option” (within the meaning of Treasury Regulations Section 1.1001-3(c)(3)) of the Borrower; or (ii) except as permitted by Section 3.17(a), the imposition of a tax upon any REMIC Pool or any of its assets or transactions (including the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax on contributions under
 
 
-7-

 
 
Section 860G(d) of the Code and the tax on income from foreclosure property under Section 860G(c) of the Code).
 
Affected Loan(s)”:  As defined in Section 2.03(b).
 
Affected Party”:  As defined in Section 7.01(b).
 
Affiliate”:  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
Agreement”:  This Pooling and Servicing Agreement, as it may be amended, modified, supplemented or restated following the Closing Date.
 
Anticipated Repayment Date”:  With respect to any ARD Mortgage Loan, the date specified in the related Mortgage Note, as of which Post-ARD Additional Interest shall begin to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date for such Mortgage Loan.
 
Applicable State Law”:  For purposes of Article X, the Applicable State Law shall be (1) the laws of the State of New York; (2) to the extent brought to the attention of the Tax Administrator (by either (i) an Opinion of Counsel delivered to it or (ii) written notice from the appropriate taxing authority as to the applicability of such state law), (a) the laws of the states in which the Corporate Trust Offices of the Certificate Administrator and the Trustee and the Primary Servicing Offices of the Master Servicer and the Special Servicer are located and (b) the laws of the states in which any Mortgage Loan Documents are held and/or any REO Properties are located; and (3) such other state or local law as to which the Tax Administrator has actual knowledge of applicability.
 
Appraisal”:  With respect to any Mortgaged Property or REO Property as to which an appraisal is required to be performed pursuant to the terms of this Agreement, a narrative appraisal complying with USPAP (or, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal of $2,000,000 or less, at the Special Servicer’s option, either a limited appraisal and a summary report or an internal valuation prepared by the Special Servicer) that (i) indicates the “market value” of the subject property (within the meaning of 12 C.F.R. § 225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal of $2,000,000 or less, the appraiser may be an employee of the Special Servicer, which employee need not be a Qualified Appraiser but shall have experience in commercial and/or multifamily properties, as the case may be, and possess sufficient knowledge to value such a property).
 
Appraisal-Reduced Interest Amount”:  With respect to any Mortgage Loan or REO Mortgage Loan, the amount of any reduction in any P&I Advance that occurs as result of Appraisal Reduction Amounts pursuant to the proviso to Section 4.03(b).
 
 
-8-

 
 
Appraisal Reduction Amount”:  With respect to any Serviced Mortgage Loan (or, as described in the fourth-to-last paragraph of this definition, for any Mortgage Loan relating to a Serviced Loan Combination) that is a Required Appraisal Loan, an amount (calculated initially as of the Determination Date immediately following the later of the date on which the subject Mortgage Loan became a Required Appraisal Loan and the date on which the applicable Appraisal was obtained) equal to the excess, if any, of:
 
(a)           the sum of, without duplication, (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on such Required Appraisal Loan through the most recent Due Date prior to the date of calculation (exclusive of any portion thereof that represents Default Interest and/or Post-ARD Additional Interest), (iii) all accrued and unpaid Special Servicing Fees in respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances (together with Unliquidated Advances) made by or on behalf of (plus all accrued and unpaid interest on such Advances (other than Unliquidated Advances) payable to) the Master Servicer, the Special Servicer and/or the Trustee with respect to such Required Appraisal Loan, (v) any other outstanding Additional Trust Fund Expenses (other than Trust Advisor Expenses) with respect to such Required Appraisal Loan, and (vi) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded improvement or other applicable reserves, in respect of the related Mortgaged Property or REO Property, as the case may be (in each case, net of any amounts escrowed with the Master Servicer or the Special Servicer for such items); over
 
(b)          an amount equal to the sum of:  (a) the excess, if any, of (i) 90% of the Appraised Value of the related Mortgaged Property (or REO Property) as determined by the most recent Appraisal or any letter update of such Appraisal, over (ii) the amount of any obligations secured by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the related Required Appraisal Loan; plus (b) the amount of any Escrow Payments and/or Reserve Funds held by the Master Servicer or the Special Servicer with respect to such Required Appraisal Loan, the related Mortgaged Property or any related REO Property that (i) are not being held in respect of any real estate taxes and assessments, insurance premiums or, if applicable, ground rents, (ii) are not otherwise scheduled to be applied or utilized (except to pay debt service on such Required Appraisal Loan) within the twelve-month period following the date of determination and (iii) may be applied towards the reduction of the principal balance of such Required Appraisal Loan; plus (c) the amount of any Letter of Credit constituting additional security for such Required Appraisal Loan and that may be applied towards the reduction of the principal balance of such Required Appraisal Loan.
 
Notwithstanding the foregoing, if (i) any Serviced Mortgage Loan or Serviced Loan Combination becomes a Required Appraisal Loan, (ii) either (A) no Appraisal or update thereof has been obtained or conducted, as applicable, in accordance with Section 3.19(a), with respect to the related Mortgaged Property or REO Property, as the case may be, during the nine-month period prior to the date such Mortgage Loan or Serviced Loan Combination became a Required Appraisal Loan or (B) there shall have occurred since the date of the most recent Appraisal or update thereof a material change in the circumstances surrounding the related
 
 
-9-

 
 
Mortgaged Property or REO Property, as the case may be, that would, in the Special Servicer’s reasonable judgment, materially affect the value of the related Mortgaged Property or REO Property, as the case may be, and (iii) no new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a), within sixty (60) days after such Mortgage Loan or Serviced Loan Combination became a Required Appraisal Loan, then (x) until such new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a), the Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in accordance with Section 3.19(a), of such Appraisal or update thereof by the Special Servicer, the Appraisal Reduction Amount for such Required Appraisal Loan shall be recalculated in accordance with the preceding sentence of this definition.
 
In connection with the foregoing, each Cross-Collateralized Mortgage Loan that is part of a single Cross-Collateralized Group shall be treated separately (in each case as a single Mortgage Loan without regard to the cross-collateralization and cross-default provisions) for purposes of calculating an Appraisal Reduction Amount.
 
Also notwithstanding the foregoing, as of any date of determination, in the case of the Serviced Loan Combination, (a) any Appraisal Reduction Amounts will be calculated with respect to the entirety of such Serviced Loan Combination as if it were a single Mortgage Loan and allocated to the Serviced Pari Passu Companion Loan and the related Mortgage Loan on a pro rata and pari passu basis in accordance with, the respective outstanding principal balances of such Serviced Pari Passu Companion Loan and the related Mortgage Loan, and (b) the resulting portion of such Appraisal Reduction Amount that is so allocated to the related Mortgage Loan shall be the “Appraisal Reduction Amount” of that Mortgage Loan for purposes of P&I Advances and the determination of whether a Subordinate Control Period is in effect under this Agreement.
 
Also notwithstanding the foregoing, for purposes of determining whether a Subordinate Control Period is in effect, the determination of Appraisal Reduction Amounts will be subject to the provisions and procedures set forth under Section 3.19.
 
An Appraisal Reduction Amount with respect to any Serviced Mortgage Loan will be reduced to zero as of the date on which all Servicing Transfer Events have ceased to exist with respect to the related Serviced Mortgage Loan and at least ninety (90) days have passed following the occurrence of the most recent Appraisal Trigger Event.  No Appraisal Reduction Amount will exist as to any Serviced Mortgage Loan after it has been paid in full or it (or the REO Property) has been liquidated or otherwise disposed of.
 
Notwithstanding the foregoing, with respect to each Non-Trust-Serviced Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the “Appraisal Reduction Amount” calculated pursuant to the Non-Trust Pooling and Servicing Agreement and the parties hereto shall be entitled to rely on such calculations as reported to them by the Non-Trust Master Servicer.  By their acceptance of their Certificates, the Certificateholders will be deemed to have acknowledged that any Non-Trust Pooling and Servicing Agreement and the Intercreditor Agreement related to the applicable Non-Trust-Serviced Pooled Mortgage Loan, taken together,
 
 
-10-

 
 
provide that any such “Appraisal Reduction Amount” shall be calculated by the Non-Trust Master Servicer under the related Non-Trust Pooling and Servicing Agreement.
 
Appraisal Trigger Event”:  As defined in Section 3.19(a).
 
Appraised Value”:  With respect to each Mortgaged Property or REO Property, the appraised value thereof based upon the most recent Appraisal obtained or conducted, as appropriate, pursuant to this Agreement.
 
ARD Mortgage Loan”:  A Mortgage Loan that provides for the accrual of Post-ARD Additional Interest thereon if such Mortgage Loan is not paid in full on or prior to its Anticipated Repayment Date.
 
Asset Status Report”:  As defined in Section 3.24(a).
 
Assignment of Leases”:  With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document or instrument executed by the related Borrower in connection with the origination of the related Mortgage Loan(s) or Loan Combination, as applicable, as such assignment may be amended, modified, renewed or extended through the date hereof and from time to time hereafter.
 
Assumed Monthly Payment”:  With respect to (a) any Mortgage Loan that is a Balloon Mortgage Loan delinquent in respect of its Balloon Payment beyond the Determination Date immediately following its scheduled maturity date (as such date may be extended in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer), for that scheduled maturity date and for each subsequent Due Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due with respect to such Mortgage Loan on such Due Date equal to the amount (exclusive of Default Interest and any Post-ARD Additional Interest) that would have been due in respect thereof on such Due Date if such Mortgage Loan had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule (if any), in effect immediately prior to, and without regard to the occurrence of, such maturity date; and (b) any REO Mortgage Loan, for any Due Date as of which the related REO Property (or, in the case of any REO Mortgage Loan that is a successor to any Mortgage Loan in a Loan Combination, any interest in the related REO Property) remains part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan described in clause (b) of this definition, the Assumed Monthly Payment) that was due (or deemed due) with respect to the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan.
 
Assumption Application Fees”:  With respect to any Mortgage Loan or Serviced Loan Combination, any and all assumption application fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower or otherwise in accordance with the related Mortgage Loan Documents, with respect to any application
 
 
-11-

 
 
submitted to the Master Servicer or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in such Borrower.
 
Assumption Fees”:  With respect to any Mortgage Loan or Serviced Loan Combination, any and all assumption fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower or otherwise in accordance with the related Mortgage Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the Trust Fund pursuant to Section 3.08 of this Agreement or paid by the related Borrower with respect to any transfer of an interest in such Borrower pursuant to Section 3.08 of this Agreement.
 
ASTM”:  ASTM International (originally known as The American Society for Testing and Materials).
 
Authenticating Agent”:  Any authenticating agent appointed pursuant to Section 5.07 (or, in the absence of any such appointment, the Certificate Administrator).
 
Available Distribution Amount”:  With respect to any Distribution Date, an amount equal to (a) the sum of (i) all amounts on deposit in the Distribution Account as of 11:00 a.m., New York City time, on such Distribution Date, (ii) to the extent not included in the amount described in clause (a)(i) of this definition, any P&I Advances and/or Compensating Interest Payments that were made hereunder in respect of such Distribution Date, (iii) to the extent not included in the amount described in clause (a)(i) of this definition, the aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess Liquidation Proceeds Account to the Distribution Account in respect of such Distribution Date, and (iv) to the extent not included in the amount described in clause (a)(i) of this definition, if such Distribution Date occurs during the month of March of any year (or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February), the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans transferred from the Interest Reserve Account to the Distribution Account during such month of March (or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February) for distribution on such Distribution Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the following:  (i) collected Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any payments of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust after the end of the related Collection Period, (iii) any Prepayment Premiums, Yield Maintenance Charges and/or Post-ARD Additional Interest, (iv) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (iii) through (viii) of Section 3.05(b), (v) if such Distribution Date occurs during the month of February of any year or during the month of January of any year that is not a leap year, the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and deposited into the Interest Reserve Account during such month of February or such month of January, as the case may be, and held for future distribution, and (vi) any amounts deposited in the Distribution Account in error; provided that the Available
 
 
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Distribution Amount for the Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this definition.
 
Balloon Mortgage Loan”:  Any Mortgage Loan or Loan Combination that by its original terms or by virtue of any modification entered into as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution) provides for an amortization schedule extending beyond its Stated Maturity Date and as to which, in accordance with such terms, the Monthly Payment due on its Stated Maturity Date is at least 5% of the original principal balance of such Mortgage Loan or Loan Combination.
 
Balloon Payment”:  With respect to any Balloon Mortgage Loan as of any date of determination, the Monthly Payment payable on the Stated Maturity Date of such Mortgage Loan.
 
Bankruptcy Code”:  The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).
 
Base Interest Fraction”:  As defined in Section 4.01(c).
 
Base Prospectus”:  That certain prospectus dated July 20, 2012, relating to trust funds established by the Depositor and publicly offered mortgage pass-through certificates evidencing interests therein.
 
Basis Investment”:  Basis Investment Group LLC, a Delaware limited liability company or its successor in interest.
 
Basis Real Estate Capital”:  Basis Real Estate Capital II, LLC, a Delaware limited liability company or its successor in interest.
 
Book-Entry Certificate”:  Any Certificate registered in the name of the Depository or its nominee.
 
Book-Entry Non-Registered Certificate”:  Any Non-Registered Certificate that constitutes a Book-Entry Certificate.
 
Borrower”:  The obligor or obligors on a Mortgage Note, and may also be referred to as the Mortgagor.
 
Breach”:  As defined in Section 2.03(a).
 
Business Day”:  Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Delaware, New York, Pennsylvania, Texas or North Carolina or any of the jurisdictions in which the respective Primary Servicing Offices of the Master Servicer and the Special Servicer and the Corporate Trust Offices of the Certificate Administrator and the Trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.
 
 
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C-III”:  C-III Commercial Mortgage LLC, a Delaware limited liability company or its successor-in-interest.
 
 “CERCLA”:  The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
 
Certificate”:  Any one of the Depositor’s 2012-C10 Commercial Mortgage Pass-Through Certificates, as executed by the Certificate Administrator and authenticated and delivered hereunder by the Certificate Registrar.
 
Certificate Administrator”:  Wells Fargo Bank, National Association, in its capacity as certificate administrator hereunder, or any successor certificate administrator appointed as herein provided.
 
Certificate Administrator Fee”:  With respect to each Mortgage Loan and the beneficial interest of the Trust Fund in each REO Mortgage Loan, the fee designated as such and payable to the Certificate Administrator pursuant to Section 8.05(a).  The Certificate Administrator Fee includes the Tax Administrator Fee.
 
Certificate Administrator Fee Rate”:  0.00312% per annum.
 
Certificate Administrator’s Website”:  The internet website of the Certificate Administrator, initially located at www.ctslink.com.
 
Certificate Factor”:  With respect to any Class of Interest Only Certificates or Principal Balance Certificates, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the related Class Principal Balance or Class Notional Amount, as the case may be, then outstanding, and the denominator of which is the related Class Principal Balance or Class Notional Amount, as the case may be, outstanding as of the Closing Date.
 
Certificate Notional Amount”:  With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.
 
Certificate Owner”:  With respect to any Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.
 
Certificate Principal Balance”:  With respect to any Principal Balance Certificate, as of any date of determination, the then outstanding principal amount of such Certificate equal to the product of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof.
 
 
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Certificate Register” and “Certificate Registrar”:  The register maintained and the registrar appointed pursuant to Section 5.02.
 
Certificateholder” or “Holder”:  The Person in whose name a Certificate is registered in the Certificate Register, provided, that:  (i) no Disqualified Organization, Disqualified Partnership, or Non-United States Tax Person shall be a “Holder” of, or a “Certificateholder” with respect to, a Class R Certificate for any purpose hereof; and (ii) solely for purposes of giving any consent, approval, direction or waiver pursuant to this Agreement that specifically relates to the rights, duties and/or obligations hereunder of any of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Certificate Administrator or the Trustee in its respective capacity as such (other than any consent, approval or waiver contemplated by Section 3.24), any Certificate registered in the name of such party or in the name of any Affiliate thereof shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver that specifically relates to such party has been obtained.  The Certificate Registrar shall be entitled to request and conclusively rely upon a certificate of the Depositor, the Master Servicer or the Special Servicer in determining whether a Certificate is registered in the name of an Affiliate of such Person.  All references herein to “Certificateholders” or “Holders” shall reflect the rights of Certificate Owners only insofar as they may indirectly exercise such rights through the Depository and the Depository Participants (except as otherwise specified herein), it being herein acknowledged and agreed that the parties hereto shall be required to recognize as a “Certificateholder” or “Holder” only the Person in whose name a Certificate is registered in the Certificate Register.
 
Certification Parties”:  As defined in Section 11.09.
 
Certifying Person”:  As defined in Section 11.09.
 
Certifying Servicer”:  As defined in Section 11.12.
 
Class”:  Collectively, all of the Certificates bearing the same alphabetic or alphanumeric class designation and having the same payment terms.
 
Class A Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-SB and Class A-S Certificates.
 
Class A-1 Certificate”:  Any one of the Certificates with a “Class A-1” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-2 Certificate”:  Any one of the Certificates with a “Class A-2” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
 
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Class A-3 Certificate”:  Any one of the Certificates with a “Class A-3” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-S Certificate”:  Any one of the Certificates with a “Class A-S” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-SB Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-SB Planned Principal Balance”: With respect to any Distribution Date, the balance shown for such Distribution Date on Schedule IX.
 
Class B Certificate”:  Any one of the Certificates with a “Class B” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class C Certificate”:  Any one of the Certificates with a “Class C” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class D Certificate”:  Any one of the Certificates with a “Class D” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class E Certificate”:  Any one of the Certificates with a “Class E” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class F Certificate”:  Any one of the Certificates with a “Class F” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class G Certificate”:  Any one of the Certificates with a “Class G” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class Interest Shortfall”:  As defined in the definition of “Interest Distribution Amount”.
 
Class Notional Amount”:  The aggregate hypothetical or notional amount on which any Class of Interest Only Certificates accrues or is deemed to accrue interest from time to time, as calculated in accordance with Section 2.15(e).
 
 
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Class Principal Balance”:  The aggregate principal balance of any Class of Principal Balance Certificates outstanding as of any date of determination.  As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates shall equal the initial Class Principal Balance thereof.  On each Distribution Date, the Class Principal Balance of each Class of Principal Balance Certificates shall be (i) reduced by the amount of any distributions of principal made thereon on such Distribution Date pursuant to Section 4.01, (ii) further reduced by the amount of any Realized Losses and Additional Trust Fund Expenses deemed allocated thereto on such Distribution Date pursuant to Section 4.04(a); and (iii) if such Class is not a Control-Eligible Class, any Excess Trust Advisor Expenses allocated to such Class of Principal Balance Certificates on such Distribution Date pursuant to Section 4.05; provided, that if the Principal Distribution Amount for such Distribution Date includes any amount described in clause (I)(C) of the definition of “Principal Distribution Amount” (in respect of recoveries during the Collection Period related to such Distribution Date of amounts determined to constitute Nonrecoverable Advances during a Collection Period related to a prior Distribution Date), then the Class Principal Balances of the respective Classes of Principal Balance Certificates shall hereby be increased (in the aggregate) immediately prior to such Distribution Date by the lesser of the amount of Realized Losses previously allocated thereto and such amount described in such clause (I)(C) (and, as among the respective Classes of Principal Balance Certificates, such increase shall be allocated, first, to the Class A Certificates (other than the Class A-S Certificates), pro rata according to the amounts of Realized Losses previously allocated to the respective Classes of Class A Certificates (other than the Class A-S Certificates), and, then to the other Classes of Principal Balance Certificates in sequential order according to alphabetical Class designation, in each case to the extent of the lesser of the Realized Losses previously allocated thereto and the remaining unallocated portion of the increase).
 
Class V Certificate”:  Any of the Certificates with a “Class V” designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing beneficial ownership of the Grantor Trust V Assets.
 
Class X-A Certificate”:  Any of the Certificates with a “Class X-A” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of five (5) classes of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class X-A Strip Rate”:  With respect to each REMIC III Component of the Class X-A Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphanumeric designation; and with respect to the Class X-A Certificates as a whole, the greater of (I) zero and (II) the excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-S Certificates for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates outstanding immediately prior to the conclusion of such Interest Accrual Period.
 
Class X-B Certificate”:  Any of the Certificates with a “Class X-B” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing
 
 
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ownership of a portion of two (2) classes of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class X-B Strip Rate”:  With respect to each REMIC III Component of the Class X-B Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphabetic designation; and with respect to the Class X-B Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class B and Class C Certificates for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates outstanding immediately prior to the conclusion of such Interest Accrual Period.
 
Clearstream”:  Clearstream Banking, société anonyme or any successor.
 
Closing Date”:  December 19, 2012.
 
Code”:  The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Trust or the Certificates.
 
Collection Account”:  The segregated account or accounts created and maintained by the Master Servicer, pursuant to Section 3.04(a), in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or name of successor Master Servicer], as Master Servicer, on behalf of U.S. Bank National Association [or name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Collection Account”.
 
Collection Period”:  With respect to any Distribution Date, the period commencing on the day immediately following the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing Agreement, the day immediately following one Business Day after the Determination Date) in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing as of the Cut-off Date) and ending on and including the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing Agreement, one Business Day after the Determination Date) in the calendar month in which such Distribution Date occurs.
 
Collective Consultation Period”:  Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii) of the definition of “Senior Consultation Period”, any period when both (i) the Class Principal Balance of the Class E Certificates, reduced by any Appraisal Reduction Amounts allocable to such Class, is less than 25% of the initial Class Principal Balance of the Class E Certificates and (ii) the Class Principal Balance of
 
 
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the Class E Certificates, without regard to any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class E Certificates.
 
No Collective Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Pari Passu Companion Loan.
 
Commission”:  The Securities and Exchange Commission or any successor thereto.
 
Companion Loan Holder”:  The Serviced Pari Passu Companion Loan Holder and/or the Non-Serviced Companion Loan Holders, as the context may require.
 
Compensating Interest Payment”:  With respect to any Distribution Date, any payment made by the Master Servicer from its own funds pursuant to Section 3.19(c) to cover Prepayment Interest Shortfalls incurred during the related Collection Period.
 
Component Notional Amount”:  The notional amount on which any REMIC III Component of any Class of Interest Only Certificates accrues interest, which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of such REMIC III Component’s Corresponding REMIC II Regular Interest.
 
Concord Mills Loan Combination”:  As defined in the Preliminary Statement.
 
Concord Mills Mortgage Loan”:  As defined in the Preliminary Statement.
 
Concord Mills Mortgaged Property”:  The Mortgaged Property identified on the Mortgage Loan Schedule as “Concord Mills”.
 
Concord Mills Note A-1 Securitization Date”:  With respect to the Concord Mills Loan Combination, the date on which the Concord Mills Pari Passu Companion Loan is included in a securitization trust; provided that the Companion Loan Holder of the Concord Mills Pari Passu Companion Loan provides each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee (in each case only to the extent such party will not also be a party to the related Non-Trust Pooling and Servicing Agreement) with notice in accordance with the terms of the related Intercreditor Agreement that the Concord Mills Pari Passu Companion Loan is to be included in the securitization related to such Non-Trust Pooling and Servicing Agreement.
 
Concord Mills Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
Condemnation Proceeds”:  All cash amounts actually Received by the Trust or on behalf of the Trustee, the Master Servicer or the Special Servicer in connection with the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain or condemnation (in the case of any Non-Trust-Serviced Pooled Mortgage Loan, to the extent of any portions of such amounts received by the Master Servicer pursuant to the related Intercreditor Agreement), exclusive of any portion thereof applied to the restoration
 
 
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of the related Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or required to be released to the related Borrower or any other third-party in accordance with applicable law and/or the terms and conditions of the related Mortgage Loan Documents or any other applicable document.
 
Control-Eligible Certificate”:  Any Class E, Class F or Class G Certificate.
 
Control-Eligible Class”:  The Class E, Class F or Class G Certificates.
 
Corporate Trust Office”:  The corporate trust office of the Certificate Administrator or the Trustee, as the case may be, at which at any particular time its duties, with respect to this Agreement shall be administered, which office is as of the Closing Date located:  (i) in the case of the Certificate Administrator, for Certificate transfer purposes, at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479; Attn:  Corporate Trust Services Wells Fargo Commercial Mortgage Securities, Inc., 2012-C10, and for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  Corporate Trust Services, Wells Fargo Commercial Mortgage Securities, Inc., 2012-C10; and (ii) in the case of the Trustee, at 190 South LaSalle Street, 7th Floor, Mailcode MK-IL-SL7C, Chicago, IL 60603, Attention:  CMBS Account Management – WFRBS 2012-C10.
 
Corrected Mortgage Loan”:  Any Serviced Mortgage Loan or Serviced Loan Combination that had been a Specially Serviced Mortgage Loan but has ceased to be such in accordance with the definition of “Specially Serviced Mortgage Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Mortgage Loan, Serviced Loan Combination or the related Mortgaged Property becoming an REO Property).
 
Corresponding REMIC II Regular Interest(s)”:  (a) With respect to any Class of Principal Balance Certificates, the REMIC II Regular Interest opposite which such Class of Principal Balance Certificates is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (b) with respect to any REMIC III Component of the Class X-A Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; and (c) with respect to any REMIC III Component of the Class X-B Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”.
 
CREFC”:  The Commercial Real Estate Finance Council, or any association or organization that is a successor thereto.  If neither such association nor any successor remains in existence, “CREFC” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates
 
 
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or bonds, and any successor to such other association or organization.  If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC” shall be deemed to refer to such other association or organization as shall be reasonably acceptable to the Master Servicer, the Certificate Administrator, the Trustee, the Special Servicer, the Trust Advisor and the Subordinate Class Representative.
 
CREFC Advance Recovery Report”:  The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.  The preparation of each CREFC Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party.  Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be required to deliver a CREFC Advance Recovery Report with respect to any Collection Period prior to the date when a Workout-Delayed Reimbursement Amount or a Nonrecoverable Advance exists with respect to any Mortgage Loan.
 
CREFC Bond Level File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.
 
CREFC Collateral Summary File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.
 
CREFC Comparative Financial Status Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Delinquent Loan Status Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent
 
 
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Loan Status Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Financial File”:  A monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Financial File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
CREFC Historical Loan Modification & Corrected Mortgage Loan Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Investor Reporting Package”:  Collectively:
 
(a)           the following electronic data files:  (i) CREFC Loan Setup File, (ii) CREFC Loan Periodic Update File, (iii) CREFC Property File, (iv) CREFC Bond Level File, (v) CREFC Financial File, (vi) CREFC Collateral Summary File and (vii) CREFC Special Servicer Loan File; and
 
(b)           the following supplemental reports:  (i) CREFC Delinquent Loan Status Report, (ii) CREFC Historical Loan Modification & Corrected Mortgage Loan Report, (iii) CREFC REO Status Report, (iv) CREFC Operating Statement Analysis Report, (v) CREFC Comparative Financial Status Report, (vi) CREFC Servicer Watch List, (vii) CREFC NOI Adjustment Worksheet, (viii) CREFC Loan Level Reserve/LOC Report, (ix) CREFC Reconciliation of Funds Report, (x) CREFC Advance Recovery Report and (xi) solely with respect to the Loan Combinations, CREFC Total Loan Report.
 
Notwithstanding anything in this Agreement to the contrary, in the event any of the electronic files listed in clause (a) of this definition or any of the supplemental reports listed in clause (b) of this definition are amended or changed in any material respect by the CREFC and placed on the CREFC Website or otherwise recommended by the CREFC for commercial mortgage-backed securities transactions generally, so long as such electronic files and such supplemental reports are reasonably acceptable (as applicable) to the Master Servicer and the Special Servicer, then same shall be used with respect to the Collection Period that commences
 
 
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at any time following the date that is not later than three (3) months following adoption of the form thereof by the CREFC.
 
CREFC Loan Level Reserve/LOC Report”:  A monthly report substantially in the form of, and containing the information called for in, the “Loan Level Reserve Report” as adopted by the CREFC and made available at the CREFC Website.
 
CREFC Loan Periodic Update File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.
 
CREFC Loan Setup File”:  The data file substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.
 
CREFC NOI Adjustment Worksheet”:  An annual report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Operating Statement Analysis Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
CREFC Property File”:  A data file substantially in the form of, and containing the information called for in, the downloadable form of the “Property File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the
 
 
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CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Reconciliation of Funds Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Report” available as of the Closing Date on the CREFC Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.
 
CREFC REO Status Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available as of the Closing Date on the CREFC Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Servicer Watch List”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC for commercial mortgage-backed securities transactions; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
CREFC Special Servicer Loan File”:  A data file substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available as of the Closing Date on the CREFC Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC for commercial mortgage-backed securities transactions; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Special Servicer.
 
CREFC Total Loan Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC for commercial mortgage-backed securities transactions; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
 
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CREFC Website”:  The CREFC’s Website located at “www.crefc.org” or such other primary website as the CREFC may establish for dissemination of its report forms.
 
Cross-Collateralized Group”:  Any group of Mortgage Loans that are cross-defaulted and cross-collateralized with each other.
 
Cross-Collateralized Mortgage Loan”:  Any Mortgage Loan, that is, by its terms, cross-defaulted and cross-collateralized with any other Mortgage Loan; provided that the Mortgage Loans that are part of any Loan Combination shall not constitute Cross-Collateralized Mortgage Loans.
 
Custodian”:  Wells Fargo Bank, National Association, in its capacity as Certificate Administrator hereunder, or any successor certificate administrator appointed as herein provided.
 
Cut-off Date”:  With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in December 2012 (or, in the case of any Mortgage Loan that has its first Due Date in January 2013, the date that would have been its Due Date in December 2012 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
 
Cut-off Date Pool Balance”:  The aggregate Cut-off Date Principal Balance of all the Original Mortgage Loans.
 
Cut-off Date Principal Balance”:  With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of its Cut-off Date, after application of all payments of principal due on or before such date, whether or not received.
 
DBRS”:  DBRS, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “DBRS” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of DBRS herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of DBRS, be deemed to refer to such applicable rating category of DBRS, without regard to any plus or minus or other comparable rating qualification.
 
Default Charges”:  Default Interest and/or late payment charges that are paid or payable, as the context may require, in respect of any Mortgage Loan or Serviced Pari Passu Companion Loan or REO Mortgage Loan.
 
Default Interest”:  With respect to any Mortgage Loan (or successor REO Mortgage Loan) or Serviced Pari Passu Companion Loan, any amounts collected thereon, other than late payment charges, Prepayment Premiums or Yield Maintenance Charges, that represent interest in excess of interest (exclusive, if applicable, of Post-ARD Additional Interest) accrued
 
 
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on the principal balance of such Mortgage Loan (or REO Mortgage Loan) or Serviced Pari Passu Companion Loan at the related Mortgage Rate, such excess interest arising out of a default under such Mortgage Loan or Serviced Pari Passu Companion Loan.
 
Defaulted Mortgage Loan”:  A Serviced Mortgage Loan that is both (A) a Specially Serviced Mortgage Loan and (B) either (i) delinquent 120 days or more with respect to any Balloon Payment or sixty (60) days or more with respect to any other Monthly Payment, with such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note, or (ii) a Serviced Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.
 
Defective Mortgage Loan”:  Any Mortgage Loan as to which there exists a Material Breach or a Material Document Defect that has not been cured in all material respects.
 
Definitive Certificate”:  As defined in Section 5.03(a).
 
Definitive Non-Registered Certificate”:  Any Non-Registered Certificate that constitutes a Definitive Certificate.
 
Deleted Mortgage Loan”:  A Defective Mortgage Loan that is purchased or repurchased, as the case may be, from the Trust or replaced with one or more Replacement Mortgage Loans, in either case as contemplated by Section 2.03.
 
Depositor”:  Wells Fargo Commercial Mortgage Securities, Inc., or its successor in interest.
 
Depository”:  The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c).  The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
 
Depository Participant”:  A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Designated Sub-Servicer”:  A Sub-Servicer or Additional Servicer required by a Mortgage Loan Seller to be retained by the Master Servicer, as listed on Schedule IV hereto, including the Primary Servicer.
 
Designated Sub-Servicing Agreement”:  Any Sub-Servicing Agreement between a Designated Sub-Servicer and the Master Servicer, including the Primary Servicing Agreement.
 
Designated Trust Advisor Expenses”:  Any Trust Advisor Expenses for which the Trust Advisor is indemnified under this Agreement or for which any Non-Trust Trust Advisor is entitled to indemnification under the related Intercreditor Agreement and arise from
 
 
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any legal action that is pending or threatened against the Trust Advisor or any Non-Trust Trust Advisor at the time of its discharge, termination or resignation under this Agreement or the related Non-Trust Pooling and Servicing Agreement.
 
Determination Date”:  The 11th day of each month, or if such 11th day is not a Business Day, the Business Day immediately following such 11th day, commencing in January 2013.
 
Directly Operate” or “Directly Operating”:  With respect to any Administered REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such Administered REO Property, the holding of such Administered REO Property primarily for sale or lease, the performance of any construction work thereon or any use of such Administered REO Property in a trade or business conducted by the Trust other than through an Independent Contractor; provided, that the Special Servicer shall not be considered to Directly Operate an Administered REO Property solely because the Special Servicer establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such Administered REO Property.
 
Disclosable Special Servicer Fees”:  With respect to any Mortgage Loan, Serviced Loan Combination or Administered REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, or rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan, Serviced Loan Combination or Administered REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Loan Combination, the management or disposition of any Administered REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.
 
Discount Rate”:  As defined in Section 4.01(c).
 
Disqualified Non-United States Tax Person”:  With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof other than:  (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in
 
 
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accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.
 
Disqualified Organization”:  Any of the following:  (i) the United States or a possession thereof, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Tax Administrator, based upon an Opinion of Counsel delivered to the Tax Administrator (but not at the Tax Administrator’s expense) to the effect that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person.  The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.
 
Disqualified Partnership”:  Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.
 
Distribution Account”:  The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(b), in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Distribution Account”.
 
Distribution Date”:  The fourth Business Day following the Determination Date in each month, commencing in January 2013.  The first Distribution Date shall be January 17, 2013.
 
Distribution Date Statement”:  As defined in Section 4.02(a).
 
Document Defect”:  As defined in Section 2.03(a).
 
Dodd-Frank Act”:  The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended.
 
 
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DTC”:  The Depository Trust Company.
 
Due Date”:  With respect to (i) any Mortgage Loan or Serviced Loan Combination on or prior to its Stated Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination is scheduled to be first due; (ii) any Mortgage Loan after its Stated Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination had been scheduled to be first due; and (iii) any REO Mortgage Loan, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on the related Mortgage Loan or Serviced Loan Combination had been scheduled to be first due.
 
EDGAR”:  The Electronic Data Gathering, Analysis, and Retrieval System of the Commission, which is the computer system for the receipt, acceptance, review and dissemination of documents submitted to the Commission in electronic format.
 
EDGAR-Compatible Format”: means any format compatible with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.
 
Eligible Account”:  Any of (i) an account maintained with a federal or state chartered depository institution or trust company, (A) the long-term deposit or long-term unsecured debt obligations of which are rated no less than “A2” by Moody’s and no less than “A” by DBRS or, if not rated by DBRS, an equivalent rating such as those listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the deposits are to be held in the account for more than thirty (30) days, or (B) the short-term deposit or short-term unsecured debt obligations of which are rated no less than “P-1” by Moody’s and no less than “R-1 (middle)” by DBRS or, if not rated by DBRS, an equivalent rating such as those listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the deposits are to be held in the account for thirty (30) days or less, in any event at any time funds are on deposit therein, (ii) for so long as WFB serves as Master Servicer hereunder, an account maintained with WFB, a wholly-owned subsidiary of Wells Fargo & Co., provided that such subsidiary’s or its parent’s (A) commercial paper, short-term unsecured debt obligations or other short-term deposits are rated no less than “P-1” by Moody’s and no less than “R-1 (middle)” by DBRS, or if not rated by DBRS, an equivalent rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the deposits are to be held in the account for thirty (30) days or less, or (B) long-term unsecured debt obligations are rated at least “Aa3” by Moody’s and at least “AA (low)” by DBRS, or if not rated by DBRS, an equivalent rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the accounts are to be held in the account for more than thirty (30) days, (iii) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company (which, subject to the remainder of this clause (iii), may include the Certificate Administrator or the Trustee) acting in its fiduciary capacity which institution or trust company is rated at least “Baa3” by Moody’s and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “Baa3” by Moody’s, (iv) an account or accounts maintained with PNC Bank, National Association so
 
 
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long as PNC Bank, National Association’s long-term unsecured debt obligations are rated at least “A2” by Moody’s and at least “A” by DBRS, or if not rated by DBRS, an equivalent rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the deposits are to be held in the account for more than thirty (30) days, or PNC Bank, National Association’s short-term deposit or short-term unsecured debt obligations are rated at least “P-1” by Moody’s and at least “R-1 (middle)” by DBRS, or if not rated by DBRS, an equivalent rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the deposits are to be held in the account for thirty (30) days or less, (v) an account other than one listed in clauses (i) – (iv) above that is maintained with any insured depository institution that is the subject of a Rating Agency Confirmation from each and every Rating Agency or (vi) an account that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (iv) above that is the subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.
 
Emergency Advance”:  Any Servicing Advance, whether or not it is a Servicing Advance that, pursuant hereto, the Special Servicer is required to make or to request the Master Servicer to make, that must be made within two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination or any other material adverse consequence to the Trust Fund.
 
Environmental Insurance Policy”:  With respect to any Mortgaged Property securing a Serviced Mortgage Loan or any Administered REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or Administered REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.
 
ERISA”:  The Employee Retirement Income Security Act of 1974, as amended.
 
Escrow Payment”:  Any payment received by the Master Servicer or the Special Servicer for the account of the Borrower under any Serviced Mortgage Loan or Serviced Loan Combination for application toward the payment of real estate taxes, assessments, insurance premiums (including with respect to any Environmental Insurance Policy), ground rents (if applicable) and similar items in respect of the related Mortgaged Property.
 
Euroclear”:  The Euroclear System or any successor thereto.
 
Excess Liquidation Proceeds”:  The excess, if any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced Mortgage Loan or an Administered REO Property (or the proceeds of the final payment (including any full, partial or discounted payoff) on a Defaulted Mortgage Loan or a Corrected Mortgage Loan that were Received by the Trust, net of any and all fees, expenses and costs payable therefrom), over (b) the sum of (i) the amount needed to pay all principal, interest (including Default Interest and (if applicable) Post-ARD Additional Interest), Prepayment Premiums or Yield Maintenance Charges (as applicable) and late payment charges payable with respect to such Mortgage Loan or the related REO Mortgage Loan, as the case may be (together with, without duplication, any outstanding
 
 
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Unliquidated Advances in respect of any such principal or interest), in full, (ii) any other fees that would constitute Additional Master Servicing Compensation and/or Additional Special Servicing Compensation, (iii) any related unreimbursed Servicing Advances (together with, without duplication, outstanding Unliquidated Advances in respect of prior Servicing Advances), (iv) all unpaid Advance Interest on any related Advances (but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any related Liquidation Fee and/or Special Servicing Fees paid or payable in respect of such Specially Serviced Mortgage Loan or the related REO Mortgage Loan, (vi) any other Additional Trust Fund Expenses paid or payable in respect of such Mortgage Loan or Administered REO Property, and (vii) in the case of (a) any Specially Serviced Mortgage Loan that is a Serviced Loan Combination or (b) any Administered REO Property relating to a Serviced Loan Combination, any portion of such Net Liquidation Proceeds payable to any one or more of the related Serviced Pari Passu Companion Loan Holder(s) pursuant to the terms of the related Intercreditor Agreement.  With respect to any Non-Serviced Loan Combination, Excess Liquidation Proceeds shall mean the Non-Trust-Serviced Pooled Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the Non-Trust Pooling and Servicing Agreement that are Received by the Trust.
 
Excess Liquidation Proceeds Account”:  The segregated account (or the sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator on behalf of U.S. Bank National Association [or name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Excess Liquidation Proceeds Account”.
 
Excess Servicing Fee Rate”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to zero (0) basis points.  If the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04(b)) or any termination of the Master Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02.
 
Excess Servicing Fee Right”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), the right to receive Excess Servicing Fees.  In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.
 
Excess Servicing Fees”:  With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), that portion of the Master Servicing Fees that accrue at a per annum rate equal to the Excess Servicing Fee Rate.
 
Excess Trust Advisor Expenses”:  With respect to each Distribution Date, an amount equal to the positive amount, if any, of the Trust Advisor Expenses for such Distribution
 
 
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Date, less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Interest Distribution Amount of the Class B, Class C and Class D Certificates for such Distribution Date.
 
Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
Exemption”:  PTE 96-22 issued to a predecessor of Wells Fargo Securities and PTE 90-59 issued to RBSSI (formerly known as Greenwich Capital Markets Inc.) each as amended by PTE 97-34, PTE 2000-58, PTE 2002-41 and PTE 2007-5 and as may be subsequently amended following the Closing Date.
 
Exemption-Favored Party”:  Any of (i) Wells Fargo Securities, (ii) RBSSI, (iii) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wells Fargo Securities or RBSSI and (iv) any member of any underwriting syndicate or selling group of which any Person described in clauses (i), (ii) and (iii) is a manager or co-manager with respect to a Class of Certificates.
 
Fannie Mae”:  The Federal National Mortgage Association or any successor thereto.
 
FDIC”:  The Federal Deposit Insurance Corporation or any successor thereto.
 
Final Asset Status Report”:  As defined in Section 3.24(a).
 
Final Distribution Date”:  The Distribution Date on which the final distribution is to be made with respect to the Certificates in connection with a termination of the Trust Fund pursuant to Article IX.
 
Final Recovery Determination”:  A determination by the Special Servicer with respect to any Specially Serviced Mortgage Loan or Corrected Mortgage Loan or Administered REO Property, or by the Non-Trust Special Servicer with respect to a Non-Trust-Serviced Pooled Mortgage Loan that is a “Specially Serviced Mortgage Loan” (as defined in the related Non-Trust Pooling and Servicing Agreement) or any related Administered REO Property, that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries that the Special Servicer or the Master Servicer has determined, in accordance with the Servicing Standard, will be ultimately Received by the Trust; provided that the term Final Recovery Determination shall not apply to:  (i) a Mortgage Loan or Serviced Loan Combination that was paid in full (including by means of a payoff on behalf of the Borrower, or the purchase of such Mortgage Loan or Serviced Loan Combination, by a mezzanine lender or another creditor of the related Borrower in connection with a Mortgage Loan default, as set forth in the related intercreditor agreement) or (ii) a Mortgage Loan, Serviced Loan Combination or Administered REO Property, as the case may be, that was purchased by (a) any Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, (b) an Interested Person, the Trustee or the Majority Subordinate Certificateholder in connection with the purchase of a Mortgage Loan or Administered REO Property pursuant to Section 3.18, (c) any Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01 or (d) in respect of a Non-Trust-Serviced Pooled Mortgage Loan by any other party pursuant to the related Intercreditor
 
 
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Agreement and/or pursuant to terms analogous to those set forth in clause (ii)(a), (b) or (c) above contained in the related Non-Trust Pooling and Servicing Agreement; and provided, further, that, for purposes of making any such determination with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the Master Servicer shall be entitled to rely on, and shall be required to follow, any such determination made pursuant to the Non-Trust Pooling and Servicing Agreement by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer, as applicable.
 
Fitch”:  Fitch, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of Fitch, Inc. herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Fitch, be deemed to refer to such applicable rating category of Fitch, without regard to any plus or minus or other comparable rating qualification.
 
Form 8-K Disclosure Information”:  As defined in Section 11.10.
 
Form 10-K Filing Deadline”:  As defined in Section 11.08.
 
Freddie Mac”:  The Federal Home Loan Mortgage Corporation or any successor thereto.
 
GAAP”:  Generally accepted accounting principles in the United States.
 
Global Certificates”:  The Rule 144A Global Certificates and the Regulation S Global Certificates, collectively.
 
Grantor Trust”:  A grantor trust as defined under subpart E of part 1 of subchapter J of the Code.
 
Grantor Trust Pool”:  The Grantor Trust created herein containing the Grantor Trust V Assets.
 
Grantor Trust Provisions”:  Subpart E of part I of subchapter J of the Code, including Treasury Regulations Section 301.7701-4(c)(2).
 
Grantor Trust V Assets”:  The assets held in the Grantor Trust Pool for the benefit of the Class V Certificates as described in Section 2.17(a).
 
Ground Lease”:  The ground lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged Property, together with any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the related Mortgage Loan(s).
 
 
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Hazardous Materials”:  Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations now existing or hereafter enacted, and specifically including asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.
 
Holder”:  As defined in the definition of “Certificateholder”.
 
Independent”:  When used with respect to any specified Person, any such Person who is (i) in fact independent of, (ii) does not have any direct financial interest in or any material indirect financial interest in any of and (iii) is not connected (as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions) with, any of the following and any and all Affiliates thereof:  the Depositor, each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, the Subordinate Class Representative, and, insofar as the relevant matter involves a Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with one or more other Mortgage Loans), each Non-Trust Depositor, Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Certificate Administrator, Non-Trust Trustee, Non-Trust Trust Advisor and Non-Trust Subordinate Class Representative and any and all Affiliates thereof; provided, that a Person shall not fail to be Independent of any of the aforementioned parties merely because such Person is the beneficial owner of 1% or less of any class of securities issued by any such party; provided that such ownership constitutes less than 1% of the total assets owned by such Person.
 
Independent Contractor”:  (a) Any Person that would be an “independent contractor” with respect to any REMIC Pool within the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment trust (except that the ownership test set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust, delivered to the Trustee), provided that (i) the Trust does not receive or derive any income from such Person and (ii) the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator or the Trust, to the effect that the taking of any action in respect of any Administered REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such Administered REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, or cause any income realized in respect of such Administered REO Property to fail to qualify as Rents from Real Property.
 
Initial Majority Subordinate Certificateholder”:  Eightfold Real Estate Capital Fund II, L.P., a Delaware limited partnership.
 
 
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Initial Resolution Period”:  As defined in Section 2.03(b).
 
Initial Subordinate Class Representative”:  Eightfold Real Estate Capital Fund II, L.P., a Delaware limited partnership.
 
Insolvency Event”:  With respect to any Person, an Insolvency Event shall be deemed to have occurred if (A) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Person and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days, (B) such Person shall consent to the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to all or substantially all of its property, or (C) such Person shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing.
 
Institutional Accredited Investor”:  An institution which is an “accredited investor” as defined in any of paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or any entity in which all of the equity owners come within such paragraphs.
 
Insurance Policy”:  With respect to any Mortgage Loan or REO Property, any hazard insurance policy, terrorism insurance policy, flood insurance policy, title insurance policy, earthquake insurance policy, Environmental Insurance Policy, business interruption insurance policy or other insurance policy that is maintained from time to time in respect of such Mortgage Loan (or the related Mortgaged Property) or such REO Property, as the case may be.
 
Insurance Proceeds”:  Proceeds paid under any Insurance Policy and received by or on behalf of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer (including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, any such proceeds remitted to the Master Servicer by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Intercreditor Agreement and/or the related Non-Trust Pooling and Servicing Agreement), to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or released to the related Borrower or any other third-party pursuant to the terms of the related Mortgage or lease, in accordance with the Servicing Standard.
 
Insured Environmental Event”:  As defined in Section 3.07(d).
 
Intercreditor Agreement”:  With respect to any Loan Combination, the related agreement between noteholders, intercreditor, co-lender or similar agreement in effect from
 
 
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time-to-time by and between the holders of the related Mortgage Loan and the related Pari Passu Companion Loan relating to the relative rights of such holders.
 
Interest Accrual Basis”:  The basis on which interest accrues in respect of any Mortgage Loan, any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate or any particular REMIC III Component of a Class of Interest Only Certificates, in each case consisting of one of the following:  (i) a 30/360 Basis; or (ii) an Actual/360 Basis.
 
Interest Accrual Period”:  With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate or any particular REMIC III Component of a Class of Interest Only Certificates, for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs, and calculated assuming that each month has 30 days and each year has 360 days.
 
Interest Distribution Amount”:  With respect to any Class of Regular Certificates for any Distribution Date, an amount of interest equal to the sum of (I) (A) the amount of Accrued Certificate Interest in respect of such Class of Regular Certificates for the related Interest Accrual Period, reduced (to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to such Class of Regular Certificates as provided below (such Accrued Certificate Interest, the “Unadjusted Distributable Certificate Interest” for such Class and Distribution Date) and (II) any shortfall between the amount described in clause (I) for any prior Distribution Date and the amount of interest actually distributed on such Class on such prior Distribution Date and remaining unpaid as of this Distribution Date (such amounts described in this clause (II), a “Class Interest Shortfall”); provided, that such sum shall be adjusted as follows:  (i) in the case of the Class B, Class C and Class D Certificates, such sum shall be reduced by the amount of Trust Advisor Expenses allocated to such Class under Section 4.05; (ii) if and to the extent that any such Trust Advisor Expenses were previously allocated to reduce such sum on the Class B and/or Class C Certificates on a prior Distribution Date, such sum shall be increased (in each case, up to the amount of the Trust Advisor Expenses previously so allocated to such Class), and such sum on the Class D and (if necessary) Class C Certificates (in that order) will be reduced (in each case, up to such sum for such Class); (iii) if any such Trust Advisor Expenses were previously allocated to the Class B, Class C or Class D Certificates, and the expenses are subsequently recovered from a source other than the Borrowers under the Mortgage Loans or the related Mortgaged Properties, then, to the extent of any portion of such recovery remaining after application to reimburse the Holders of any Principal Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses as provided in Section 4.01(a), such sums on such Classes in the aggregate will be increased by the amount of such recovery, which aggregate increase shall be allocated to the Class B, Class C and Class D Certificates, in that order, in each case up to the aggregate unrecovered amount of such Trust Advisor Expenses previously allocated to such Class; and (iv) if the Class Principal Balance of such Class of Regular Certificates is deemed to have been increased immediately prior to such Distribution Date pursuant to the proviso to the definition of “Class Principal Balance” because the Principal Distribution Amount for such Distribution Date includes any collections of amounts that (x) had previously been determined to constitute Nonrecoverable Advances, (y) were reimbursed to a party to this Agreement from the principal portions of P&I Advances and/or payments or other collections of principal on the Mortgage Pool in a Collection Period prior to the one related to
 
 
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such Distribution Date (pursuant to subsection (II)(iv) of Section 3.05(a)) and (z) were recovered in the Collection Period related to such Distribution Date, such sum shall be increased by interest at the Pass-Through Rate applicable to such Class for the applicable Interest Accrual Periods on the amount of such increase to its Certificate Principal Balance accrued from the Distribution Date on which the related Realized Loss was allocated to such Class as a result of the reimbursement of Nonrecoverable Advances to, but not including, such current Distribution Date (such amounts described in this clause (iv), “Recovered Interest Amounts”).
 
For purposes of clause (I)(A) above, the portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Principal Balance Certificates in an amount equal to the product of (i) the amount of such Net Aggregate Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Accrued Certificate Interest for such Class of Principal Balance Certificates for such Distribution Date and the denominator of which is the aggregate amount of Accrued Certificate Interest for all Classes of Principal Balance Certificates for such Distribution Date.  No portion of any Net Aggregate Prepayment Interest Shortfall for any Distribution Date shall be allocated to the Class X-A or Class X-B Certificates.
 
Interest Only Certificates”:  Collectively, the Class X-A and Class X-B Certificates.
 
Interest Reserve Account”:  The segregated account (or sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(c), in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Interest Reserve Account”.
 
Interest Reserve Amount”:  With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor REO Mortgage Loan), for any Distribution Date that occurs during February of any year or during January of any year that is not a leap year, an amount equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated Principal Balance as of the end of the Collection Period related to such Distribution Date, but prior to giving effect to the application of any amounts due on the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the Trust with respect to such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before the related Master Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve Loan by such Distribution Date.  For purposes of calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest Reserve Loan shall be the Net Mortgage Rate in effect (including as a result of any step-up provision) under the original terms of such Interest Reserve Loan in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments of such Interest Reserve Loan subsequent to the Closing Date (whether entered into by the Master Servicer, the Special Servicer, the Non-Trust Master Servicer or the Non-Trust Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower).
 
 
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Interest Reserve Loan”:  Each Mortgage Loan that is an Actual/360 Mortgage Loan (or any successor REO Mortgage Loan with respect thereto).
 
Interested Person”:  The Depositor, the Master Servicer, the Special Servicer, any Borrower, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer, the Trust Advisor, or, in connection with any individual Mortgage Loan or holder of a related mezzanine loan, or any known Affiliate of any such party described above.
 
Investment Account”:  Each of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, the Servicing Accounts, the Reserve Accounts, the REO Accounts, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.
 
Investment Company Act”:  The Investment Company Act of 1940, as amended.
 
Investment Grade Certificate”:  As of any date of determination, a Certificate that is rated in one of the four highest generic rating categories by at least one Rating Agency that is defined as a “Rating Agency” under Section III of the Exemption.
 
Investor Confidentiality Agreement”:  An investor confidentiality agreement in the form of Exhibit K-3 hereto.
 
Investor Q&A Forum”:  As defined in Section 8.12(d).
 
Investor Registry”:  As defined in Section 8.12(e).
 
IRS”:  The Internal Revenue Service or any successor thereto.
 
Issue Price”:  With respect to each Class of Certificates, the “issue price” as defined in the Code and Treasury regulations promulgated thereunder.
 
KBRA”:  Kroll Bond Rating Agency, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of KBRA, be deemed to refer to such applicable rating category of KBRA, without regard to any plus or minus or other comparable rating qualification.
 
Late Collections”:  (a) With respect to any Mortgage Loan or Serviced Loan Combination, all amounts Received by the Trust thereon during any Collection Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which (as applied under Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment
 
 
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in respect of such Mortgage Loan or Serviced Loan Combination due or deemed due on a Due Date in a previous Collection Period or on a Due Date during or prior to the month of the Cut-off Date for such Mortgage Loan or Serviced Loan Combination, and not previously Received by the Trust; and (b) with respect to any REO Mortgage Loan, all amounts Received by the Trust in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which (as applied under Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in respect of the predecessor Mortgage Loan or Serviced Loan Combination or the principal and/or interest portions of an Assumed Monthly Payment in respect of such REO Mortgage Loan due or deemed due on a Due Date in a previous Collection Period and not previously Received by the Trust.  Late Collections do not include Default Charges.
 
Latest Possible Maturity Date”:  With respect to any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of Regular Certificates, the “latest possible maturity date” thereof, calculated solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).
 
Letter of Credit”:  With respect to any Mortgage Loan or Serviced Loan Combination, any third-party letter of credit delivered by or at the direction of the related Borrower pursuant to the terms of such Mortgage Loan or Serviced Loan Combination in lieu of the establishment of, or deposit otherwise required to be made into, a Reserve Fund or otherwise pledged or assigned by the related Borrower as Additional Collateral.
 
Liberty Island”:  Liberty Island Group I LLC, a Delaware limited liability company or its successor in interest.
 
Liberty Island Group”:  Liberty Island Group LLC, a Delaware limited liability company or its successor in interest.
 
Liquidation Event”:  (a) With respect to any Mortgage Loan or Serviced Loan Combination, any of the following events:  (i) such Mortgage Loan or Serviced Loan Combination is paid in full, (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Serviced Loan Combination, (iii) such Mortgage Loan is repurchased or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iv) such Mortgage Loan or Serviced Loan Combination is sold pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01, (vii) such Mortgage Loan or Serviced Loan Combination is paid off or purchased by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor agreement or (viii) in the case of a Non-Trust-Serviced Pooled Mortgage Loan, such Mortgage Loan is purchased by any party pursuant to terms analogous to those set forth in the preceding clauses (a)(i), (ii), (iii), (iv), (v), (vi) or (vii) contained in the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement; and (b) with respect to any REO Property (and the related REO Mortgage Loan), any of the
 
 
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following events:  (i) a Final Recovery Determination is made with respect to such REO Property, (ii) such REO Property is repurchased or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iii) such REO Property is purchased by the Master Servicer, the Special Servicer or any Subordinate Class Certificateholder(s) pursuant to Section 9.01, or (iv) such REO Property is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01.
 
Liquidation Expenses”:  All customary, reasonable and necessary “out-of-pocket” costs and expenses due and owing (but not otherwise covered by Servicing Advances) in connection with the liquidation of any Specially Serviced Mortgage Loan or Administered REO Property pursuant to Section 3.09 or Section 3.18 (including legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).
 
Liquidation Fee”:  The fee designated as such in, and payable to the Special Servicer in connection with certain events in respect of a Specially Serviced Mortgage Loan or an Administered REO Property pursuant to, Section 3.11(c).
 
Liquidation Fee Rate”:  With respect to each Specially Serviced Mortgage Loan or Administered REO Property as to which a Liquidation Fee is payable, 1.00%.
 
Liquidation Proceeds”:  All cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust in connection with:  (i) the liquidation of a Mortgaged Property, REO Property or other collateral constituting security for a Defaulted Mortgage Loan (including for these purposes any defaulted Non-Trust-Serviced Pooled Mortgage Loan), through trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and/or the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by the Special Servicer, the Majority Subordinate Certificateholder(s) or any assignee of either of them pursuant to Section 3.18; (iv) the repurchase or replacement of a Mortgage Loan or REO Property by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Master Servicer, the Special Servicer and/or any Subordinate Class Certificateholder(s) pursuant to Section 9.01; (vi) the acquisition of any Mortgage Loan or REO Property by the Sole Certificateholder(s) in exchange for all the Certificates pursuant to Section 9.01; (vii) the payoff or purchase of a Mortgage Loan or REO Property by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor agreement; (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(h) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller); or (ix) the purchase of
 
 
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a Non-Trust-Serviced Pooled Mortgage Loan by any party pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement.
 
Loan Combination”:  A Serviced Loan Combination and/or a Non-Serviced Loan Combination, as the context may require.
 
Loss of Value Payment”:  As defined in Section 2.03(h) of this Agreement.
 
Loss of Value Reserve Fund”:  The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.04(g) of this Agreement.  The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any REMIC Pool.
 
Majority Subordinate Certificateholder(s)”:  Subject to Section 3.23(i), as of any date of determination, any single Holder or group of Holders of Certificates representing a majority of the Voting Rights allocated to the outstanding Class (if any) of Control-Eligible Certificates that (a) is the most subordinate (based on the payment priorities set forth in Section 4.01(a)) outstanding such Class and (b)(i) during a Subordinate Control Period, has a Class Principal Balance, as reduced by any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance of such Class, and (ii) during a Collective Consultation Period, has a Class Principal Balance, without regard to any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance of such Class.
 
For purposes of the provisions of this Agreement that require any party hereto to deliver any information to the “Majority Subordinate Certificateholder” as such, (i) all Persons that alone or together constitute the Majority Subordinate Certificateholder(s) shall be deemed (by their receipt of such information) to have agreed to the confidentiality provisions of Exhibit K-3 hereto (as if they had executed a confidentiality agreement in such form) with respect to such information, (ii) if multiple Persons are the Majority Subordinate Certificateholder(s), then only one such Person shall be entitled to receive such information at any one time, which Person shall be designated by the Majority Subordinate Certificateholder(s), and (iii) such information need not be so delivered (notwithstanding the provision that otherwise requires such delivery) unless such Majority Subordinate Certificateholder(s) have delivered to the party required to make such delivery a certification or other reasonable evidence of their status as the Majority Subordinate Certificateholder(s) (upon which such party shall be entitled to rely), except that such certification or evidence need not be delivered by the Initial Majority Subordinate Certificateholder, and notified such party of the electronic or other address where the applicable information should be so delivered.
 
Master Servicer”:  Wells Fargo Bank, National Association, or any successor thereto (as master servicer) appointed as provided herein.
 
Master Servicer Remittance Amount”:  With respect to each Master Servicer Remittance Date, an amount equal to (a) all amounts on deposit in the Collection Account as of 11:00 a.m., New York City time, on such Master Servicer Remittance Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the
 
 
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following:  (i) collected Monthly Payments with respect to any Mortgage Loan that are due on a Due Date following the end of the related Collection Period, (ii) to the extent not covered by clause (i) above, any payments of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust with respect to any Mortgage Loan or REO Property after the end of the related Collection Period, (iii) any Prepayment Premiums and/or Yield Maintenance Charges Received by the Trust with respect to any Mortgage Loan or successor REO Mortgage Loan with respect thereto after the end of the related Collection Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xxi) of Section 3.05(a), and (vi) any amounts deposited in the Collection Account in error; provided that the Master Servicer Remittance Amount with respect to the Master Servicer for the Master Servicer Remittance Date that occurs in the same calendar month as the anticipated Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of this definition.
 
Master Servicer Remittance Date”:  The Business Day immediately preceding each Distribution Date.
 
Master Servicing Fee”:  With respect to each Mortgage Loan, the Serviced Pari Passu Companion Loan and any successor REO Mortgage Loan with respect thereto, the fee designated as such and payable to the Master Servicer pursuant to Section 3.11(a).
 
Master Servicing Fee Rate”:  With respect to each Mortgage Loan, any Serviced Pari Passu Companion Loan and any successor REO Mortgage Loan with respect thereto, a rate per annum equal to the rate per annum specified as the “Master Servicing Fee Rate” on the Mortgage Loan Schedule, which rate includes, in each such case, the rate at which applicable primary and sub-servicing fees and Excess Servicing Fees accrue.  With respect to any Pari Passu Mortgage Loan, the “Master Servicing Fee Rate” (x) shall include a rate per annum equal to the Pari Passu Primary Servicing Fee Rate and (y) shall be reduced, from and after a securitization of the related Pari Passu Companion Loan, by a rate per annum equal to the Pari Passu Primary Servicing Fee Rate.  [With respect to any Pari Passu Companion Loan, the “Master Servicing Fee Rate” (x) shall be equal to a rate per annum equal to the Pari Passu Primary Servicing Fee Rate and (y) shall be reduced, from and after a securitization of such Pari Passu Companion Loan, to zero.]
 
Material Action”:  As defined in Section 3.24(c).
 
Material Breach”:  With respect to any Mortgage Loan, any Breach that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders in the affected Mortgage Loan.
 
Material Document Defect”:  With respect to any Mortgage Loan, any Document Defect that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but not limited to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates or on the value of those Certificates.  Notwithstanding the foregoing, the absence of a Specially Designated Mortgage Loan Document following the date and under the
 
 
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circumstances specified with respect to such Specially Designated Mortgage Loan Document in the second to last sentence of the first paragraph of Section 2.03(b), which absence results from the failure of the related Mortgage Loan Seller to deliver such Specially Designated Mortgage Loan Document in accordance with the terms of the related Mortgage Loan Purchase Agreement, shall also constitute a Material Document Defect to the extent set forth in the related Mortgage Loan Purchase Agreement.
 
Modification Fees”:  With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (as applicable), other than any Assumption Fees, Assumption Application Fees, consent fees and any defeasance fee; provided, that (A) in connection with each modification, restructure, extension, waiver or amendment that constitutes a workout of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Borrower will be subject to a cap of 1% of the outstanding principal balance of such Serviced Mortgage Loan or Serviced Loan Combination immediately after giving effect to such transaction; (B) the preceding clause (A) shall be construed only as a limitation on the amount of Modification Fees that may be collected in connection with each individual such transaction involving a Specially Serviced Mortgage Loan and not as a limitation on the cumulative amount of Modification Fees that may be collected in connection with multiple such transactions involving such Specially Serviced Mortgage Loan; and (C) for purposes of such preceding clauses (A) and (B), a Modification Fee shall be deemed to have been collected in connection with a workout of a Specially Serviced Mortgage Loan if such fee arises substantially in consideration of or otherwise in connection with such workout, whether the related Borrower must pay such fee upon the consummation of such workout and/or on one or more subsequent dates.
 
Modified Mortgage Loan”:  Any Specially Serviced Mortgage Loan which has been modified by the Special Servicer pursuant to Section 3.20 in a manner that:
 
(a)           materially affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current with respect to the Mortgage Loan or related Serviced Pari Passu Companion Loan);
 
(b)           except as expressly contemplated by the related Mortgage Loan Documents, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property to be released, as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon which the Special Servicer may conclusively rely); or
 
(c)           in the reasonable judgment of the Special Servicer, otherwise materially impairs the security for such Specially Serviced Mortgage Loan or materially reduces the likelihood of timely payment of amounts due thereon.
 
 
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Monthly Payment”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, as of any Due Date, the scheduled monthly debt service payment (or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the minimum monthly debt service payment required to be paid on a current basis) on such Mortgage Loan or Serviced Pari Passu Companion Loan that is actually payable by the related Borrower from time to time under the terms of the related Mortgage Note (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement)), including any Balloon Payment payable in respect of such Mortgage Loan or Serviced Pari Passu Companion Loan on such Due Date; provided that (A) the Monthly Payment due in respect of any Mortgage Loan or Serviced Pari Passu Companion Loan shall not include Default Interest; and (B) the Monthly Payment due in respect of any ARD Mortgage Loan after its Anticipated Repayment Date shall not include Post-ARD Additional Interest.
 
Moody’s”:  Moody’s Investors Service, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Moody’s, be deemed to refer to such applicable rating category of Moody’s, without regard to any plus or minus or other comparable rating qualification.
 
Mortgage”:  With respect to any Mortgage Loan, separately and collectively, as the context may require, each mortgage, deed of trust, deed to secure debt or similar document that secures the related Mortgage Note and creates a lien on the related Mortgaged Property.
 
Mortgage File”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the following documents collectively with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan (which documents, in the case of each Mortgage Loan with a Serviced Pari Passu Companion Loan, except for the Mortgage Notes referred to in clause (i) below, relate to the entire Serviced Loan Combination):
 
(i)         (A) the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to the order of U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, without recourse, representation or warranty” or in blank, and further showing a complete, unbroken chain of endorsement from the originator; or alternatively, if the original executed Mortgage Note has been lost,
 
 
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a lost note affidavit and indemnity with a copy of such Mortgage Note; and (B) in the case of the Serviced Pari Passu Companion Loan, a copy of the executed Mortgage Note for such Serviced Pari Passu Companion Loan;
 
(ii)       an original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior to the assignment to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording indicated thereon; provided that if the original or a copy of the Mortgage cannot be delivered with evidence of recording thereon on or prior to the 90th day following the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation, or because the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original Mortgage that has been lost after recordation or retained by the appropriate public recording office, a certification by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;
 
(iii)       the original or a copy of any related Assignment of Leases (if any such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording thereon;
 
(iv)      except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and in its capacity as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);
 
 
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(v)       an original or a copy of any related Security Agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, if any;
 
(vi)      except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment of any related Security Agreement (if such item is a document separate from the Mortgage) executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the originator, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]”, which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iv) above;
 
(vii)     originals or copies of any assumption, modification, written assurance, consolidation, extension and substitution agreements, if any, with evidence of recording thereon if the applicable document or instrument being modified or assumed, was recorded (unless the particular item has not been returned from the applicable recording office), in those instances where the terms or provisions of the Mortgage, Mortgage Note or any related security document have been materially modified or the Mortgage Loan has been assumed;
 
(viii)    the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing of such Mortgage Loan interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment to issue such policy);
 
(ix)       (A) filed copies (with evidence of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the related Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and (B) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment thereof, in form suitable for filing, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”; or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates,
 
 
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Series 2012-C10, and as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing);
 
(x)        if a portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the Ground Lease or Space Lease relating to such Mortgage Loan, together with a notice to the related lessor of the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf;
 
(xi)       except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, any original documents not otherwise described in the preceding clauses of this definition relating to, evidencing or constituting Additional Collateral (except that, in the case of such documents, if any, that are in the form of a Letter of Credit, the “Mortgage File” shall initially contain a copy of such Letter of Credit and the original of such Letter of Credit shall initially be delivered to the Master Servicer and, thereafter,  such original shall be maintained by the Master Servicer) and, if applicable, the originals or copies of any intervening assignments thereof;
 
(xii)      an original or a copy of the loan agreement, if any, related to such Mortgage Loan;
 
(xiii)     an original or a copy of the related guaranty of payment under such Mortgage Loan, if any;
 
(xiv)    an original or a copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any;
 
(xv)     an original or a copy of the environmental indemnity from the related Borrower or other party, if any;
 
(xvi)    an original or a copy of any intercreditor agreement or similar agreement relating to such Mortgage Loan (including, in the case of each Mortgage Loan that is included in a Loan Combination, the related Intercreditor Agreement);
 
(xvii)   an original or a copy of any management agreement with respect to the related Mortgaged Property if the manager thereunder is not an Affiliate of the Borrower and the initial Stated Principal Balance of such Mortgage Loan is greater than $20,000,000;
 
(xviii)  an original or a copy of any master operating lease with respect to the related Mortgaged Property;
 
(xix)     an original or a copy of any related Environmental Insurance Policy;
 
 
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(xx)       if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an original or a copy of any franchise, management or similar agreement; (b) either (i) a signed copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan or Loan Combination, together with such instrument(s) of notice or transfer (if any) as are necessary to (A) transfer or assign to the Trust or the Trustee the benefits of such estoppel certificate or comfort letter or (B) request the issuance of a new estoppel certificate or comfort letter for the benefit of the Trust or the Trustee, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related Mortgage Loan Seller); and (c) a copy of an instrument in which the Mortgage Loan Seller notifies the franchisor, manager or similar person, as applicable, of the transfer of such Mortgage Loan (and the related estoppel certificate or comfort letter) to the Trust pursuant to the related Mortgage Loan Purchase Agreement and this Agreement and directs such Person to deliver any and all notice of default or other correspondence under the related estoppel certificate or comfort letter to the Master Servicer, together with reasonable evidence of the delivery of such instrument to such franchisor, manager or similar person; and
 
(xxi)     a checklist (a “Mortgage File Checklist”) of the applicable documents described above and delivered in connection with the origination of such Mortgage Loan (which checklist may be in a reasonable form selected by the related Mortgage Loan Seller);
 
provided, that (A) whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian, such term shall not be deemed to include such documents required to be included therein unless they are actually so received, and with respect to any receipt or certification by the Custodian for documents described in clauses (vi), (vii) and (ix) through (xx) of this definition, shall be deemed to include such documents only to the extent the Custodian has actual knowledge of their existence (and the Custodian shall be deemed to have actual knowledge of the existence of any document listed on the related Mortgage File Checklist); and (B) the “Mortgage File” for each Mortgage Loan that consists of a Mortgage Loan in a Serviced Loan Combination shall include the documents described above with respect to such Serviced Loan Combination, together with the original Intercreditor Agreement relating to such Mortgage Loan and a photocopy of the executed promissory note evidencing the related Serviced Pari Passu Companion Loan and (C) in connection with each Mortgage Loan in a Loan Combination,
 
 
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notwithstanding any contrary provision set forth above, (1) instruments of assignment may be in blank and need not be recorded pursuant to this Agreement, and (2)  following any Other Securitization of the related Pari Passu Companion Loan, the Person selling such Pari Passu Companion Loan to the Other Depositor, at its own expense will be (a) entitled to direct the Trustee or Custodian to deliver the originals of all mortgage loan documents in its possession (other than the promissory note evidencing the Mortgage Loan included in the Loan Combination) to the Other Trustee or custodian therefor, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (c) entitled to cause the completion and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded).
 
Mortgage File Checklist”:  As defined in clause (xxi) of the definition of “Mortgage File”.
 
Mortgage Loan”:  Each of the Original Mortgage Loans and Replacement Mortgage Loans that are from time to time held in the Trust Fund.  As used herein, the term “Mortgage Loan” includes the interest of the Trust Fund in the related Mortgage Loan Documents and each Non-Trust-Serviced Pooled Mortgage Loan, but does not include the Pari Passu Companion Loans.
 
Mortgage Loan Documents”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the documents included or required to be included, as the context may require, in the related Mortgage File and Servicing File.
 
Mortgage Loan Purchase Agreement”:  Any of (i) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between WFB, as seller, and the Depositor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between RBS, as seller, and the Depositor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, among Basis Real Estate Capital, as seller, Basis Investment, and the Depositor, as purchaser; (iv) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, among Liberty Island, as seller, Liberty Island Group and the Depositor, as purchaser; and (v) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between C-III, as seller, and the Depositor, as purchaser.
 
Mortgage Loan Schedule”:  The schedule of Mortgage Loans attached hereto as Schedule I, as any such schedule may be amended from time to time in accordance with this Agreement.  Such schedule shall set forth the following information with respect to each Mortgage Loan:
 
(i)         the identification number assigned to the Mortgage Loan in the Prospectus Supplement;
 
(ii)        the name of the Mortgage Loan/Mortgaged Property;
 
 
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(iii)       the street address (including city, state and zip code) of the related Mortgaged Property;
 
(iv)      the (A) original principal balance and (B) Cut-off Date Principal Balance;
 
(v)       the amount of the Monthly Payment due on the first Due Date following the Closing Date (and, if a Mortgage Loan currently requires only payments of interest but begins to amortize prior to Stated Maturity Date, on the first Due Date after amortization begins);
 
(vi)      the Mortgage Rate as of the Closing Date and the Interest Accrual Basis;
 
(vii)     (a) the Stated Maturity Date and (b) the original and remaining term to the Stated Maturity Date;
 
(viii)    in the case of a Mortgage Loan that is a Balloon Mortgage Loan, the original and remaining amortization term;
 
(ix)       whether such Mortgage Loan is a Cross-Collateralized Mortgage Loan and, if so, an identification of the Mortgage Loans with which such Mortgage Loan is cross-collateralized;
 
(x)        whether such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when any Principal Prepayments must be accompanied by any Prepayment Premium or Yield Maintenance Charge;
 
(xi)       whether such Mortgage Loan is secured by a fee simple interest in the related Mortgaged Property; by the Borrower’s leasehold interest, and a fee simple interest, in the related Mortgaged Property; or solely by a leasehold interest in the related Mortgaged Property;
 
(xii)      the name of the related Mortgage Loan Seller;
 
(xiii)     the Administrative Fee Rate;
 
(xiv)     the Due Date;
 
(xv)      the number of grace days before such Mortgage Loan requires a late payment charge in connection with a delinquent Monthly Payment;
 
(xvi)     whether there exists (and, if so, the amount of) any Letter of Credit that constitutes Additional Collateral;
 
(xvii)   the related Borrower;
 
 
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(xviii)   the Excess Servicing Fee Rate and the Master Servicing Fee Rate for such Mortgage Loan.
 
Mortgage Loan Sellers”:  Collectively, WFB, RBS, RBSFP, Basis Real Estate Capital, C-III and Liberty Island.
 
Mortgage Note”:  The original executed promissory note evidencing the indebtedness of a Borrower under a Mortgage Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.
 
Mortgage Pool”:  All of the Mortgage Loans and any successor REO Mortgage Loans, collectively, as of any particular date of determination.
 
Mortgage Rate”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), the related annualized rate at which interest (including, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) is scheduled (in the absence of a default) to accrue on such Mortgage Loan or Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance with Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the Non-Trust Master Servicer or the Non-Trust Special Servicer in accordance with the Non-Trust Pooling and Servicing Agreement) or in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower.  In the case of each ARD Mortgage Loan, the related Mortgage Rate shall increase in accordance with the related Mortgage Note if such ARD Mortgage Loan is not paid in full on or before its Anticipated Repayment Date.
 
Mortgaged Property”:  Individually and collectively, as the context may require, each real property (together with all improvements and fixtures thereon) subject to the lien of a Mortgage and constituting collateral for a Mortgage Loan or Loan Combination, as applicable.  With respect to any Cross-Collateralized Mortgage Loan, if and when the context may require, “Mortgaged Property” shall mean, collectively, all the mortgaged real properties (together with all improvements and fixtures thereon) securing the relevant Cross-Collateralized Group.
 
Mortgagee”:  The holder of legal title to any Mortgage Loan or Serviced Pari Passu Companion Loan, together with any third parties through which such holder takes actions with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan.
 
Net Aggregate Prepayment Interest Shortfall”:  With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments (and prepayment resulting from the receipt of Insurance Proceeds or Condemnation Proceeds) on the Mortgage Loans during the related Collection Period, exceeds (b) the aggregate amount of the Compensating Interest Payments remitted by the Master Servicer pursuant to Section 3.19(c) on the Master Servicer Remittance Date related to such Distribution Date.
 
Net Default Charges”:  With respect to any Mortgage Loan, Serviced Loan Combination or successor REO Mortgage Loan, the Default Charges referred to in clause third
 
 
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of Section 3.25(a) or clause fourth of Section 3.25(c), which are payable to the Master Servicer as Additional Master Servicing Compensation or the Special Servicer as Additional Special Servicing Compensation.
 
Net Investment Earnings”:  With respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate of all interest and other income realized during such Collection Period on funds held in such Investment Account (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such interest or other income payable to a Borrower in accordance with the related Mortgage Loan Documents and applicable law), exceeds the aggregate of all losses and costs, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06 (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Borrower).
 
Net Investment Loss”:  With respect to any Investment Account for any Collection Period, the amount by which the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of funds held in such Investment Account for the benefit of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06 (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Borrower, and other than losses of what would otherwise have constituted interest or other income earned on such funds), exceeds the aggregate of all interest and other income realized during such Collection Period in connection with the investment of such funds for the benefit of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06; provided that, in the case of any Investment Account and any particular investment of funds in such Investment Account, Net Investment Loss shall not include any loss with respect to such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution or trust company at which such Investment Account is maintained, so long as such depositary institution or trust company (a) satisfied the qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the same Person as the Person that made the relevant investment.
 
Net Liquidation Proceeds”:  The excess, if any, of all Liquidation Proceeds Received by the Trust with respect to any particular Specially Serviced Mortgage Loan or Administered REO Property, over the amount of all Liquidation Expenses (other than, with respect to the Serviced Loan Combination, the pro rata share of such Liquidation Expenses reimbursable to the parties hereto by the Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement) incurred with respect thereto and all related Servicing Advances (other than, with respect to the Serviced Loan Combination, the pro rata share of such Servicing Advances reimbursable to the parties hereto by the Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement) reimbursable therefrom.
 
Net Mortgage Rate”:  With respect to (i) any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage
 
 
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 Rate minus (b) the related Administrative Fee Rate and, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD Additional Interest Rate and (ii) any Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b) the related Pari Passu Primary Servicing Fee Rate.
 
New Lease”:  Any lease of an Administered REO Property entered into at the direction of the Special Servicer, including any lease renewed, modified or extended on behalf of the Trust if the Special Servicer has the power to renegotiate the terms of such lease.
 
Non-Registered Certificate”:  Any Certificate that has not been subject to registration under the Securities Act.  As of the Closing Date, the Class X-A, Class X-B, Class D, Class E, Class F, Class G, Class R and Class V Certificates are Non-Registered Certificates.
 
Non-Serviced Companion Loan Holder”:  The holder of the promissory note evidencing any Non-Serviced Pari Passu Companion Loan.
 
Non-Serviced Loan Combination”:  Any mortgage loan not serviced under this Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust.  References herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes.  As of the Closing Date, there are no Non-Serviced Loan Combinations.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Loan Combination shall be a Non-Serviced Loan Combination.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Loan Combination shall be a Non-Serviced Loan Combination.
 
Non-Serviced Pari Passu Companion Loan”: With respect to any Non-Serviced Loan Combination, a mortgage loan not included in the Trust that is generally payable on a pari passu basis with the related Non-Trust-Serviced Pooled Mortgage Loan.  As of the Closing Date, there are no Non-Serviced Pari Passu Companion Loans related to this Trust.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Pari Passu Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Pari Passu Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.
 
Non-Trust Certificate Administrator”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the certificate administrator under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Depositor”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the depositor under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Master Servicer”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the master servicer under the related Non-Trust Pooling and Servicing Agreement.
 
 
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Non-Trust Paying Agent”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the paying agent under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust-Serviced Pooled Mortgage Loan”:  Any Mortgage Loan that is primarily serviced and administered under the pooling and servicing agreement for another commercial mortgage securitization trust.  As of the Closing Date, there are no Non-Trust-Serviced Pooled Mortgage Loans related to this Trust.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Mortgage Loan shall be a Non-Trust-Serviced Pooled Mortgage Loan.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Mortgage Loan shall be a Non-Trust-Serviced Pooled Mortgage Loan.
 
Non-Trust Pooling and Servicing Agreement”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the separate agreement pursuant to which the Non-Trust-Serviced Pooled Mortgage Loans and the related Non-Serviced Pari Passu Companion Loans are (or, if applicable, any related REO Property is) to be principally serviced and administered.  As of the Closing Date, there are no Non-Trust Pooling and Servicing Agreements related to this Trust.  On and after the Republic Plaza Note A-2 Securitization Date, the agreement pursuant to which the Republic Plaza Loan Combination is serviced shall be a Non-Trust Pooling and Servicing Agreement.  On and after the Concord Mills Note A-1 Securitization Date, the agreement pursuant to which the Concord Mills Loan Combination is serviced shall be a Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Primary Servicing Fee”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the primary servicing fee that is payable to the Non-Trust Master Servicer under the Non-Trust Pooling and Servicing Agreement in respect of such Non-Trust-Serviced Pooled Mortgage Loan.
 
Non-Trust Special Servicer”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the special servicer under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Subordinate Class Representative”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the “Subordinate Class Representative” (or other similar term) as defined under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Tax Administrator”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the tax administrator under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Trust Advisor”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the trust advisor under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Trustee”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the trustee under the related Non-Trust Pooling and Servicing Agreement.
 
Non-United States Tax Person”:  Any Person other than a United States Tax Person.
 
 
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Nonrecoverable Advance”:  Any Nonrecoverable P&I Advance (including any Unliquidated Advance that constitutes a Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance (including any Unliquidated Advance that constitutes a Nonrecoverable Servicing Advance).  Workout-Delayed Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.  The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall be made by the related Non-Trust Master Servicer or Non-Trust Special Servicer, as the case may be, pursuant to the related Non-Trust Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding upon the Trust and the Certificateholders.
 
Nonrecoverable P&I Advance”:  As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 4.03(c), any P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance, previously made and any P&I Advance contemplated to be made in respect of any Mortgage Loan or related successor REO Mortgage Loan that, as determined by the Master Servicer or, if applicable, by the Trustee, or by the Special Servicer pursuant to the second paragraph of Section 4.03(c), in its reasonable, good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors).  In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.
 
Nonrecoverable Servicing Advance”:  As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 3.11(h), any Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing Advance, previously made, and any Servicing Advance proposed to be made, in respect of any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property that, as determined by the Master Servicer or, if applicable or the Trustee, or by the Special Servicer pursuant to Section 3.11, in its reasonable, good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or such Administered REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors).  In the case of a
 
 
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Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.
 
 “NRSRO”:  A nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act); provided, that, when referred to in connection with the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered an NRSRO Certification.
 
NRSRO Certification”:  A certification executed by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit P hereto (which may also be submitted electronically via the Rule 17g-5 Information Provider’s Website) that states that such NRSRO is a Rating Agency, or that (i) such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), (ii) such NRSRO has access to the Depositor’s 17g-5 website and (iii) such NRSRO shall keep the information obtained from the Depositor’s 17g-5 website confidential.  Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website.  An NRSRO Certification will be deemed to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.
 
Officer’s Certificate”:  A certificate signed by a Servicing Officer of the Master Servicer or Special Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as the case may be, or, with respect to any other Person, a certificate signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, Director or Managing Director, an Assistant Vice President or any other authorized officer (however denominated) or another officer customarily performing functions similar to those performed by any of the above designated officers or, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
 
Offsetting Modification Fees”:  For purposes of any Workout Fee or Liquidation Fee payable to the Special Servicer in connection with any Serviced Mortgage Loan, Serviced Loan Combination or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), any and all Modification Fees collected by the Special Servicer as Additional Special Servicing Compensation to the extent that:
 
(i)       such Modification Fees were earned and collected by the Special Servicer either (A) in connection with the workout or liquidation (including partial liquidation) of the Specially Serviced Mortgage Loan or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) as to which such Workout Fee or Liquidation Fee became payable or (B) in connection with the immediately prior workout of such Mortgage Loan while it was previously a Specially Serviced Mortgage Loan, provided that (in the case of this clause (B)) the Servicing Transfer Event that resulted in it again becoming a Specially Serviced Mortgage Loan occurred within twelve (12) months following the consummation of such prior workout and provided, further, that there shall be deducted from the Offsetting Modification Fees otherwise described in this
 
 
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clause (i) an amount equal to that portion of such Modification Fees that were previously applied to actually reduce the payment of a Workout Fee or Liquidation Fee; and
 
(ii)      such Modification Fees were earned in connection with a modification, extension, waiver or amendment of such Mortgage Loan or Serviced Loan Combination at a time when such Mortgage Loan or Serviced Loan Combination was a Specially Serviced Mortgage Loan.
 
Opinion of Counsel”:  A written opinion of counsel (who must, in the case of any such opinion relating to the taxation of the Trust Fund or any portion thereof, the status of any REMIC Pool as a REMIC or the Grantor Trust Pool as a Grantor Trust for taxation purposes or a resignation under Section 6.04, be Independent counsel, but who otherwise may be salaried counsel for the Depositor, the Certificate Administrator, the Trustee, the Trust Advisor, the Tax Administrator, the Master Servicer or the Special Servicer), which written opinion is acceptable and delivered to the addressee(s) thereof and which opinion of counsel, except as provided herein, shall not be at the expense of the Certificate Administrator, the Trustee or the Trust Fund.
 
Opting-Out Party”:  As defined in Section 3.23(i).
 
Original Mortgage Loans”:  The mortgage loans initially identified on the schedule attached hereto as Schedule I, including each Non-Trust-Serviced Pooled Mortgage Loan.  No Pari Passu Companion Loan is an “Original Mortgage Loan”.
 
Other Crossed Loans”:  As defined in Section 2.03(b).
 
Other Depositor”:  The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
Other Master Servicer”:  The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
Other Pooling and Servicing Agreement”:  The pooling and servicing agreement relating to an Other Securitization.
 
Other Securitization”:  Any commercial mortgage securitization trust that holds a Serviced Pari Passu Companion Loan or any successor REO Loan with respect thereto.
 
Other Trustee”:  The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
OTS”:  The Office of Thrift Supervision or any successor thereto.
 
Ownership Interest”:  In the case of any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
 
 
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P&I Advance”:  With respect to any Mortgage Loan or REO Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan thereto), any advance made by the Master Servicer or the Trustee pursuant to Section 4.03.
 
P&I Advance Date”:  The Business Day preceding each Distribution Date.
 
Pari Passu Companion Loan”:  A Serviced Pari Passu Companion Loan and/or a Non-Serviced Pari Passu Companion Loan, as the context may require.
 
Pari Passu Companion Rating Agency”:  Any NRSRO rating a Serviced Pari Passu Companion Loan Security.
 
Pari Passu Mortgage Loan”:  A Mortgage Loan included in a Loan Combination that is pari passu in right of payment to the related Pari Passu Companion Loan.
 
Pari Passu Primary Servicing Fee Rate”:  With respect to any Pari Passu Mortgage Loan or Pari Passu Companion Loan, a rate equal to 0.01% per annum (1 basis point).
 
Pass-Through Rate”:  The per annum rate at which interest accrues in respect of any Class of Regular Certificates during any Interest Accrual Period, which rate shall be:
 
(a)           with respect to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S and Class B Certificates, the fixed rate per annum set forth opposite such Class in the following table:
 
Class
 
 
Pass-Through Rate
Class A-1
 
[__]% per annum
Class A-2
 
[__]% per annum
Class A-3
 
[__]% per annum
Class A-SB
 
[__]% per annum
Class A-S
 
[__]% per annum
Class B
 
[__]% per annum
 
(b)           with respect to the Class C Certificates, an annual rate equal to the lesser of (i) [__]% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for the subject Interest Accrual Period;
 
(c)           with respect to the Class D, Class E, Class F and Class G Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F and REMIC II Regular Interest G, respectively, for the subject Interest Accrual Period;
 
(d)           with respect to the Class X-A Certificates, the Class X-A Strip Rate for such Interest Accrual Period; and
 
(e)           with respect to the Class X-B Certificates, the Class X-B Strip Rate for such Interest Accrual Period.
 
 
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Past Grace Period Loan”:  With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable, in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact that such Monthly Payment or Assumed Monthly Payment remains unpaid past its Due Date and past any applicable grace period for such Monthly Payment or Assumed Monthly Payment.
 
PCAOB”:  The Public Company Accounting Oversight Board.
 
Percentage Interest”:  With respect to (a) any Interest Only Certificate or Principal Balance Certificate, the portion of the relevant Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance or Certificate Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof, and the denominator of which is the initial Class Principal Balance or initial Class Notional Amount, as the case may be, of the relevant Class as of the Closing Date; and (b) any Class R Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as specified on the face of such Certificate.
 
Performance Certification”:  As defined in Section 11.09.
 
Performing Mortgage Loan”:  Any Mortgage Loan or Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.
 
Performing Party”:  As defined in Section 11.15.
 
Performing Serviced Mortgage Loan”:  Any Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan.
 
Performing Serviced Pari Passu Companion Loan”:  Any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.
 
Permitted Investments”:  Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation relating to the Certificates:
 
(i)       direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;
 
(ii)       repurchase agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such obligations (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed
 
 
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above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “Aa3” by Moody’s, and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(iii)      federal funds, unsecured uncertificated certificates of  deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof,  (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term  obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “Aa3” by Moody’s and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may
 
 
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include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(iv)     commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “Aa3” by Moody’s and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(v)       units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage Prime Investments Money Market Fund) so long as any such fund is rated in the highest category by each of Fitch and DBRS (or, if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, Moody’s and/or S&P) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation);
 
(vi)     an obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed
 
 
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in clauses (ii) – (v) above, and is the subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation or security; and
 
(vii)    any other obligation or security other than one listed in clauses (i) – (v) above, that is the subject of a Rating Agency Confirmation from each and every Rating Agency;
 
provided, that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the obligations, (B) be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase price prior to stated maturity, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (v) of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).
 
For purposes of any condition set forth above, to the effect that any investment or the issuer thereof must have a minimum rating by KBRA, such condition shall be deemed to be waived if such investment or the issuer thereof, as applicable, is not rated by KBRA.
 
Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Loan Combination or REO Property in accordance with this Agreement.
 
Permitted Transferee”:  Any Transferee of a Class R Certificate other than (a) a Disqualified Organization, (b) a Disqualified Non-United States Tax Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person or (e) any other Person as to whom, as determined by the Tax Administrator (based upon an Opinion of Counsel, obtained at the request of the Tax Administrator at the expense of such Person or the Person seeking to Transfer a Class R Certificate, supporting such determination), the Transfer of a Class R Certificate may cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.
 
Person”:  Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
 
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Phase I Environmental Assessment”:  A “Phase I assessment” as described in, and meeting the criteria of, the ASTM, plus a radon and asbestos inspection.
 
Plan”:  Any of those employee benefit plans and other benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that are subject to ERISA, Section 4975 of the Code or Similar Law.
 
Post-ARD Additional Interest”:  With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, all interest accrued on the principal balance of such ARD Mortgage Loan at the Post—ARD Additional Interest Rate (the payment of which interest shall, under the terms of such ARD Mortgage Loan, be deferred until the principal balance of such ARD Mortgage Loan and all other interest thereon has been paid in full), together with all interest, if any, accrued at the related Mortgage Rate on such deferred interest.
 
Post-ARD Additional Interest Rate”:  With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, the incremental increase in the Mortgage Rate for such ARD Mortgage Loan resulting from the passage of such Anticipated Repayment Date.
 
Prepayment Assumption”:  For purposes of determining the accrual of original issue discount, market discount and premium, if any, on the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates for federal income tax purposes, the assumptions that no Mortgage Loan is voluntarily prepaid prior to its Stated Maturity Date.
 
Prepayment Interest Excess”:  With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds, any other early recovery of principal received) after the Due Date for such Mortgage Loan in any Collection Period, any payment of interest (net of related Master Servicing Fees (and, in the case of any Non-Trust-Serviced Pooled Mortgage Loan, net of a rate per annum equal to the Pari Passu Primary Servicing Fee Rate) and, further, net of any portion of such interest that represents Default Charges or Post-ARD Additional Interest) actually Received by the Trust and collected from the related Borrower or out of such Insurance Proceeds or Condemnation Proceeds, as the case may be, and intended to cover the period from and after such Due Date to, but not including, the date of prepayment (exclusive, for the avoidance of doubt, of any related Prepayment Premium or Yield Maintenance Charge that may have been collected).
 
Prepayment Interest Shortfall”:  With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds, any other early recovery of principal received) prior to the Due Date for such Mortgage Loan in any Collection Period, the amount of interest, to the extent not collected from the related Borrower or otherwise (without regard to any Prepayment Premium or Yield Maintenance Charge that may have been collected), not Received by the Trust, that would have
 
 
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accrued on the amount of such Principal Prepayment during the period from the date to which interest was paid by the related Borrower to, but not including, the related Due Date immediately following the date of the subject Principal Prepayment (net of related Master Servicing Fees (and, in the case of (i) any Non-Trust-Serviced Pooled Mortgage Loan, net of a rate per annum equal to the Pari Passu Primary Servicing Fee Rate, and (ii) an ARD Mortgage Loan after its Anticipated Repayment Date, any Post-ARD Additional Interest), and, further, net of any portion of that interest that represents Default Charges).
 
Prepayment Premium”:  With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a Borrower in connection with a Principal Prepayment on, or other early collection of principal of, such Mortgage Loan or any successor REO Mortgage Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf of the subject Borrower if and as set forth in the related intercreditor agreement).
 
Pricing Date”: December [__], 2012.
 
Primary Collateral”:  With respect to any Cross-Collateralized Mortgage Loan, that portion of the Mortgaged Property designated as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.
 
Primary Servicer”:  Prudential Asset Resources, Inc., or any successor thereto (as primary servicer) appointed as provided in the Primary Servicing Agreement.
 
Primary Servicing Agreement”:  That certain Primary Servicing Agreement, dated as of December 1, 2012, between Wells Fargo Bank, National Association, as master servicer, and Prudential Asset Resources, Inc., as primary servicer, relating to the Mortgage Loans for which Liberty Island is the applicable Mortgage Loan Seller.
 
Primary Servicing Office”:  The office of the Master Servicer or the Special Servicer, as the context may require, that is primarily responsible for such party’s servicing obligations hereunder.
 
Principal Balance Certificate”:  Any of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates.
 
Principal Distribution Amount”:  With respect to any Distribution Date (other than the Final Distribution Date) and the Principal Balance Certificates, an amount (which shall in no event be less than zero) equal to the excess, if any, of:
 
(I)           the sum of:
 
(A)     the aggregate (without duplication) of the following (such aggregate of the following amounts described below in this clause (A), the “Unadjusted Principal Distribution Amount” for such Distribution Date):
 
 
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(i)       all payments of principal (including Principal Prepayments), including any such payments on Corrected Mortgage Loans (but exclusive, if applicable, in the case of a Serviced Loan Combination, of any payments of principal payable to the related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement), Received by the Trust with respect to the Mortgage Loans during the related Collection Period, in each case exclusive of any portion of the particular payment that represents a Late Collection of principal for which a P&I Advance (including any Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date or that represents the principal portion of a Monthly Payment due on or before the Cut-off Date or on a Due Date occurring subsequent to the calendar month in which such Distribution Date occurs,
 
(ii)       the aggregate of the principal portions of all Monthly Payments due in respect of the Mortgage Loans for their respective Due Dates occurring in the month in which such Distribution Date occurs, that were Received by the Trust (other than as part of a Principal Prepayment) prior to the related Collection Period,
 
(iii)       the aggregate of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds Received by the Trust with respect to any Mortgage Loans during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal (whether as Principal Prepayments or otherwise) of such Mortgage Loans in accordance with Section 1.03, in each case net of any portion of such proceeds that represents a Late Collection of principal (a) due on or before the Cut-off Date or (b) for which a P&I Advance (including an Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date,
 
(iv)       the aggregate of all Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Revenues Received by the Trust with respect to any REO Properties during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal (whether as Principal Prepayments or otherwise) of the related REO Mortgage Loans in accordance with Section 1.03, in each case net of any portion of such proceeds and/or revenues that represents a Late Collection of principal (a) due on or before the Cut-off Date or (b) for which a P&I Advance (including an Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date, and
 
(v)       the respective principal portions of all P&I Advances made under this Agreement in respect of the Mortgage Loans and any REO Mortgage Loans with respect to such Distribution Date;
 
 
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(B)      the aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that, in each case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed during the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount for which a deduction was made under clause (II)(B) below with respect to such Distribution Date; and
 
(C)      the aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that, in each case, is identified and applied by the Master Servicer (in accordance with Section 1.03) as a recovery of an amount previously determined (in a Collection Period for a prior Distribution Date) to have been a Nonrecoverable Advance and for which a deduction was made under clause (II)(C) below with respect to a prior Distribution Date; less
 
(II)           the sum of:
 
(A)     the aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from principal advances and collections on the Mortgage Pool pursuant to subsection (iii) of Section 3.05(a)II);
 
(B)      with respect to each Mortgage Loan (1) with respect to which Insurance Proceeds, Condemnation Proceeds and/or Liquidation Proceeds were received during the related Collection Period or (2) that was otherwise liquidated, including at a discount, during such Collection Period, the aggregate amount of Liquidation Fees and Workout Fees paid with respect to such Mortgage Loan from a source other than Default Charges during such Collection Period, provided that, in the case of any individual Mortgage Loan, the deduction in respect of such Liquidation Fees and Workout Fees under this clause (II)(B) shall not exceed the amounts described in clauses (I)(A)(i) through (v) that are attributable to such Mortgage Loan; and
 
(C)      the aggregate amount of Nonrecoverable Advances (and Advance Interest thereon) that were reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee during the related Collection Period from principal advances and collections on the Mortgage Pool pursuant to subsection (iv) of Section 3.05(a)(II).
 
Furthermore, unless and until the Class Principal Balances of all Classes of Principal Balance Certificates other than the Control-Eligible Certificates have been reduced to zero, the Principal Distribution Amount (or any lesser portion thereof allocable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C or Class D Certificates) for each Distribution Date will be reduced to the extent of any Trust Advisor Expenses (other than
 
 
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Designated Trust Advisor Expenses) that exceed the amount of interest otherwise payable on the Class B, Class C and Class D Certificates on that Distribution Date.
 
With respect to the Final Distribution Date, the “Principal Distribution Amount” shall equal the aggregate Stated Principal Balance of the entire Mortgage Pool outstanding immediately prior to the Final Distribution Date.
 
In no event shall any portion of any Excess Liquidation Proceeds constitute a portion of the Principal Distribution Amount for any Distribution Date.
 
Principal Prepayment”:  Any payment of principal made by the Borrower on a Mortgage Loan, which is received in advance of its scheduled Due Date and that is not accompanied by an amount of interest (without regard to any Prepayment Premium, Yield Maintenance Charge and/or Post—ARD Additional Interest that may have been collected) representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
 
Private Placement Memorandum”:  The final Private Placement Memorandum dated December [_], 2012, relating to certain classes of the Non-Registered Certificates delivered by the Depositor to WFS and RBSSI as of the Closing Date.
 
Privileged Communications”:  Any correspondence between the Subordinate Class Representative and the Special Servicer referred to in clause (i) of the definition of “Privileged Information”.
 
Privileged Information”:  Any (i) correspondence between the Subordinate Class Representative and the Special Servicer related to any Specially Serviced Mortgage Loan or the exercise of the Subordinate Class Representative’s consent or consultation rights under this Agreement, and (ii) information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or other interested party or in litigation or in potential legal proceedings.
 
Privileged Person”:  Any of (i) the Depositor or its designee, (ii) each Underwriter, (iii) the Trustee, (iv) the Certificate Administrator, (v) the Master Servicer, (vi) the Special Servicer, (vii) the Subordinate Class Representative, (viii) the Trust Advisor, (ix) any Mortgage Loan Seller, (x) any Person who certifies to the Certificate Administrator substantially in the form of Exhibit K-1 hereto or Exhibit K-2 hereto, as applicable (which form shall also be located on, and may be submitted electronically via, the Certificate Administrator’s internet website), that such Person is a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate or any interest therein, and agrees to be bound by the confidentiality provisions contained therein, (xi) any Serviced Pari Passu Companion Loan Holder that delivers a certification to the Certificate Administrator in the form of Exhibit H hereto, (xii) after an Other Securitization, the Other Master Servicer and (xiii) each Rating Agency and each NRSRO that has submitted an NRSRO Certification to the Certificate Administrator (which NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website).  For purposes of obtaining information or access to the Certificate Administrator’s Website, Privileged Persons who are a Borrower, a manager of a Mortgaged Property, an Affiliate of any
 
 
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of the foregoing or an agent of any Borrower shall be prohibited from obtaining such information or access pursuant to the terms of this Agreement, other than with respect to Distribution Date Statements as provided in Section 4.02(a).  The Certificate Administrator may require that investor certifications in the form of Exhibit K-1 or Exhibit K-2 be re-submitted from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to a mezzanine lender upon notice from the Special Servicer pursuant to this Agreement that such mezzanine lender has commenced foreclosure proceedings against the equity collateral pledged to secure the related mezzanine loan.
 
Prohibited Party”:  As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party,  and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund.  In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party.  All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.
 
Prospectus”:  The Base Prospectus and the Prospectus Supplement, together.
 
Prospectus Supplement”:  That certain prospectus supplement dated December [_], 2012, relating to the Registered Certificates, that is a supplement to the Base Prospectus.
 
PTCE”:  Prohibited Transaction Class Exemption.
 
PTE”:  Prohibited Transaction Exemption.
 
Purchase Price”:  With respect to any Mortgage Loan (or REO Property), a cash price equal to the aggregate of (a) the outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund attributable to such Mortgage Loan (or REO Property), (b) all accrued and unpaid interest on such Mortgage Loan (or the related REO Mortgage Loan) at the related Mortgage Rate to, but not including, the Due Date occurring in the Collection Period during which the applicable purchase or repurchase occurs (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest), (c) all related unreimbursed Servicing Advances (including, in the case of any Non-Trust-Serviced Pooled Mortgage Loan, the pro rata portion of any such amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Intercreditor Agreement) (together with Unliquidated Advances in respect of prior Servicing Advances) and all related Servicing Advances (without duplication with Unliquidated Advances described in the immediately preceding parenthetical clause) that were previously reimbursed out of collections on other Mortgage Loans and/or REO Properties relating to other Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest with respect to any related Advances (including, in the case
 
 
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of (i) any Non-Trust-Serviced Pooled Mortgage Loan, the pro rata portion of any such amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Intercreditor Agreement and (ii) the Serviced Loan Combination, if a securitization trust holds the related Serviced Pari Passu Companion Loan, interest on any comparable debt service advances made by a servicer or trustee of such securitization trust), and (e) solely in the case of a purchase, repurchase or substitution, as applicable, by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, (i) to the extent not otherwise included in the amount described in clause (d) of this definition, any unpaid Special Servicing Fees and other outstanding Additional Trust Fund Expenses (including without limitation any Liquidation Fee payable in connection with the applicable purchase or repurchase) with respect to such Mortgage Loan (or REO Property) and (ii) to the extent not otherwise included in the amount described in clause (c) or clause (e) of this definition, any costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee or an agent of any of them (on behalf of the Trust) in enforcing the obligation, if any, of a Responsible Repurchase Party to repurchase or replace such Mortgage Loan or REO Property.
 
For purposes of this Agreement, (i) the “Purchase Price” in respect of a Serviced Pari Passu Companion Loan that is purchased by the related mortgage loan seller shall be the repurchase price paid by the related mortgage loan seller under the related Other Pooling and Servicing Agreement  or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced Loan Combination, the term “Mortgage Loan” or “REO Mortgage Loan” shall be construed to include the Serviced Pari Passu Companion Loan.
 
Qualified Appraiser”:  In connection with the appraisal of any Mortgaged Property or REO Property, an Independent MAI-designated appraiser with at least five years of experience in respect of the relevant geographic location and property type.
 
Qualified Bidder”:  As defined in Section 7.01(c).
 
Qualified Institutional Buyer” or “QIB”:  A “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.
 
Qualified Insurer”:  An insurance company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction.
 
Qualified Mortgage”:  A qualified mortgage within the meaning of Section 860G(a)(3) of the Code.
 
Qualified Replacement Special Servicer”:  A Person as to which all the following conditions are satisfied at the relevant date of determination:  (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as applied to such Person, (ii) there is no event or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination Event with respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the Trust Advisor and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such Person would become an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of the identity of the surviving Person) or
 
 
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succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in connection with the special servicing obligations that such Person would assume under this Agreement or the performance thereof or (y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor Special Servicer, (v) such Person is not entitled to receive any compensation from the Trust Advisor in connection with its activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the case of each of the foregoing clauses (i) through (vi), the appointment of such Person as successor Special Servicer has been expressly approved by 100% of the Certificateholders; and (B) is not a Prohibited Party and has not been terminated in the capacity of Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination Event under Section 7.01(a)(xv), unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable discretion.
 
Qualifying Substitute Mortgage Loan”:  In connection with the replacement of a Defective Mortgage Loan as contemplated by Section 2.03, any other mortgage loan which, on the date of substitution:  (i) has an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) has a fixed Mortgage Rate that is not less than, and not more than one percentage point in excess of, the Mortgage Rate of the Defective Mortgage Loan; (iii) has the same monthly Due Date as, and a grace period for delinquent Monthly Payments that is no longer than, the Due Date and grace period, respectively, of the Defective Mortgage Loan; (iv) accrues interest on the same Interest Accrual Basis as the Defective Mortgage Loan; (v) has a remaining term to stated maturity not greater than, and not more than one year less than, that of the Defective Mortgage Loan, (vi) has a Stated Maturity Date not later than two years prior to the Rated Final Distribution Date; (vii) has a then current loan-to-value ratio not higher than, and a then current debt service coverage ratio not lower than, the loan-to-value ratio and debt service coverage ratio, respectively, of the Defective Mortgage Loan as of the Closing Date; (viii) has comparable prepayment restrictions to those of the Defective Mortgage Loan; (ix) will comply, as of the date of substitution, with all of the representations relating to the Defective Mortgage Loan set forth in or made pursuant to the related Mortgage Loan Purchase Agreement; (x) has a Phase I Environmental Assessment relating to the related Mortgaged Property in its Servicing File, which Phase I Environmental Assessment will evidence that there is no material adverse environmental condition or circumstance at the related Mortgaged Property for which further remedial action may be required under applicable law; and (xi) constitutes a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code (as evidenced by an Opinion of Counsel provided by the related Responsible Repurchase Party at its expense); provided, that if more than one mortgage loan is to be substituted for any Defective Mortgage Loan, then all such proposed Replacement Mortgage Loans shall, in the aggregate, satisfy the requirement specified in clause (i) of this definition and have a weighted average remaining term to stated maturity that
 
 
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satisfies the condition described in clause (v) above and each such proposed Replacement Mortgage Loan shall, individually, satisfy each of the requirements specified in clauses (ii) through (iv) and clauses (vi) through (xi) of this definition; and provided, further, that no mortgage loan shall be substituted for a Defective Mortgage Loan unless (a) such prospective Replacement Mortgage Loan shall (at all times other than during a Senior Consultation Period) be acceptable to the Subordinate Class Representative (or, if there is no Subordinate Class Representative then serving, to the Majority Subordinate Certificateholder), in its sole discretion, (b) such substitution is the subject of a Rating Agency Confirmation and (c) the related Responsible Repurchase Party (at its expense) has delivered or caused to have been delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such mortgage loan would not result in an Adverse REMIC Event with respect to any REMIC Pool, either immediately or at some future date due to the right of the mortgagor to obtain a release of all or any portion of the real property securing such Replacement Mortgage Loan in a manner that could result in such Replacement Mortgage Loan ceasing to be a Qualified Mortgage on or after the date of such release.  When a Replacement Mortgage Loan is substituted for a Defective Mortgage Loan, the applicable Responsible Repurchase Party shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee.
 
Rated Certificate”:  Any of the Certificates to which a rating has been assigned by a Rating Agency at the request of the Depositor.
 
Rated Final Distribution Date”:  With respect to each Class of Rated Certificates, the Distribution Date in December 2045.
 
Rating Agency”:  With respect to any Class of Rated Certificates, each of DBRS, KBRA and Moody’s or their successors in interest.
 
Rating Agency Confirmation”:  With respect to any matter, written confirmation (which may be in electronic form) from each applicable Rating Agency that a proposed action, failure to act or other event will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by such Rating Agency); provided that if a written waiver or acknowledgment indicating its decision not to review the matter for which the Rating Agency Confirmation is sought, then the requirement to receive a Rating Agency Confirmation from the Rating Agency with respect to such matter shall not apply.  For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic mail.  Notwithstanding anything to the contrary set forth in this Agreement, at any time during which the Certificates are no longer rated by a Rating Agency, no Rating Agency Confirmation will be required under this Agreement.
 
Rating Agency Q&A Forum and Servicer Document Request Tool”:  As defined in Section 8.12(g).
 
RBS”:  The Royal Bank of Scotland plc, or its successor in interest.
 
RBSFP”:  RBS Financial Products Inc., or its successor in interest.
 
RBSSI”:  RBS Securities Inc., or its successor in interest.
 
 
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Realized Loss”:  With respect to:
 
(1)       each Mortgage Loan as to which a Final Recovery Determination has been made (or any related successor REO Mortgage Loan as to which a Final Recovery Determination has been made as to the related REO Property), and with respect to each Mortgage Loan that is a Corrected Mortgage Loan on which all amounts have been fully paid under the terms of such Corrected Mortgage Loan (as it may have been modified), an amount (not less than zero) equal to the excess, if any, of (a) the sum of (i) the unpaid principal balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, as of the commencement of the Collection Period in which the Final Recovery Determination was made or the final payment was made, as the case may be, plus (ii) without taking into account the amount described in subclause (1)(b) of this definition, all accrued but unpaid interest (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) on such Mortgage Loan or such REO Mortgage Loan, as the case may be, to but not including the Due Date in the Collection Period in which the Final Recovery Determination was made or such final payment was made, as the case may be, plus (iii) without duplication with amounts included under another subclause above, all related unreimbursed Servicing Advances (together with Unliquidated Advances in respect of prior Servicing Advances) and unpaid Liquidation Expenses, plus (iv) the amount of any and all related Special Servicing Fees, Liquidation Fees and/or Workout Fees with respect to such Mortgage Loan or successor REO Mortgage Loan, to the extent not previously reflected as Realized Loss with respect to such Mortgage Loan or successor REO Mortgage Loan, plus (v) any accrued and unpaid Advance Interest on any Advances, over (b) all payments and proceeds, if any, Received by the Trust in respect of such Mortgage Loan or, to the extent allocable to such REO Mortgage Loan, the related REO Property, as the case may be, during the Collection Period in which such Final Recovery Determination was made or such final payment was made, as the case may be;
 
(2)      each Mortgage Loan as to which any portion of the principal or previously accrued interest payable thereunder or any Unliquidated Advance was canceled in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, extension, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement), the amount of such principal and/or interest (other than Default Interest and, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) or Unliquidated Advance so canceled; and
 
(3)       each Mortgage Loan as to which the Mortgage Rate thereon has been permanently reduced and not recaptured for any period in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, extension, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-
 
 
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Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement), the amount of the consequent reduction in the interest portion of each successive Monthly Payment due thereon (on the related Due Date for the affected Monthly Payment).
 
Notwithstanding the foregoing, any allocation of any Realized Loss to any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of Principal Balance Certificates, as the case may be, may occur (i) in the case of any amount described in clause (1) or clause (2) above, solely pursuant to, in accordance with and to the extent provided by the combination of (x) the accounting for such amount that occurs under the definition of “Stated Principal Balance” and (y) the operation of Section 4.04 of this Agreement and (ii) in the case of any amount described in clause (3) above, solely pursuant to, in accordance with and to the extent provided by the operation of Section 4.04 of this Agreement.
 
Realized Loss Template”:  With respect to each Collection Period, a report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC Website.  The Realized Loss Template shall be in Excel format or such other format as is reasonably acceptable to the Master Servicer, the Trustee, the Certificate Administrator and the Subordinate Class Representative.
 
Received by the Trust”:  In the case of (a) a Non-Trust-Serviced Pooled Mortgage Loan or any REO Property related thereto, received by the Trustee (or the Master Servicer on behalf of the Trustee), as holder of the Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, on behalf of the Trust; and (b) any Serviced Mortgage Loan or related Administered REO Property, received by the Master Servicer (or any Sub-Servicer thereof), the Special Servicer (or any Sub-Servicer thereof) or the Trustee, as the case may be, on behalf of the Trust and/or, in connection with a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s).
 
Record Date”:  With respect to any Distribution Date and each Class of Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
 
Recovered Interest Amounts”:  As defined in the definition of “Interest Distribution Amount”.
 
Registered Certificate”:  Any Certificate that has been the subject of registration under the Securities Act.  As of the Closing Date, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B and Class C Certificates constitute Registered Certificates.
 
Regular Certificate”:  Any of the Interest Only Certificates and the Principal Balance Certificates.  The Regular Certificates have the terms provided for in Section 2.16.
 
Regulation AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
 
 
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(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Regulation S”:  Regulation S under the Securities Act.
 
Regulation S Global Certificate”:  With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.
 
Regulation S Legend”:  With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside the United States in reliance on Regulation S, a legend generally to the effect that such Certificates may not be offered, sold, pledged or otherwise transferred in the United States or to a United States Securities Person prior to the Release Date except pursuant to an exemption from the registration requirements of the Securities Act.
 
Reimbursement Rate”:  The rate per annum applicable to the accrual of Advance Interest, which rate per annum is equal to the “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime rate” may change from time to time.  If The Wall Street Journal ceases to publish the “prime rate”, then the Certificate Administrator, in its sole discretion, shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then the Certificate Administrator shall select a comparable interest rate index.  In either case, such selection shall be made by the Certificate Administrator in its sole discretion and the Certificate Administrator shall notify the Master Servicer and the Special Servicer in writing of its selection.
 
Release Date”:  The date that is forty (40) days following the later of (i) the Closing Date and (ii) the commencement of the initial offering of the Non-Registered Certificates in reliance on Regulation S.
 
Relevant Servicing Criteria”:  The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer and the Special Servicer, on Schedule III attached hereto).  For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers.  With respect to a Servicing Function Participant engaged by the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or any Sub-Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or such Sub-Servicer.
 
REMIC”:  A “real estate mortgage investment conduit” as defined in Section 860A through G of the Code.
 
REMIC I”:  The segregated pool of assets designated as such in Section 2.11(a).
 
 
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REMIC I Regular Interest”:  Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and, in each such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code) in REMIC I. The REMIC I Regular Interests have the designations and terms provided for in Section 2.11.
 
REMIC I Remittance Rate”:  The per annum rate at which interest accrues in respect of any REMIC I Regular Interest during any Interest Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.11(f).
 
REMIC I Residual Interest”:  The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in REMIC I issued pursuant to this Agreement.
 
REMIC II”:  The segregated pool of assets designated as such in Section 2.13(a).
 
REMIC II Regular Interest”:  Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and, in each such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code) in REMIC II.  The REMIC II Regular Interests have the designations provided for in the Preliminary Statement hereto.  The REMIC II Regular Interests have the terms provided for in Section 2.13.
 
REMIC II Remittance Rate”:  The per annum rate at which interest accrues in respect of any REMIC II Regular Interest during any Interest Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.13(f).
 
REMIC II Residual Interest”:  The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in REMIC II issued pursuant to this Agreement.
 
REMIC III”:  The segregated pool of assets designated as such in Section 2.15(a).
 
REMIC III Component”:  Any of the separate beneficial ownership interests in REMIC III issued hereunder, evidenced by a Class of Interest Only Certificates.  The REMIC III Components have the designations provided for in the Preliminary Statement hereto and each constitutes a “regular interest” in REMIC III (within the meaning of Section 860G(a)(1) of the Code).  The REMIC III Components have the terms provided for in Section 2.15.
 
REMIC III Residual Interest”:  The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in REMIC III issued pursuant to this Agreement.
 
REMIC Pool”:  Any of REMIC I, REMIC II or REMIC III.
 
REMIC Provisions”:  The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed, temporary and final Treasury regulations and any published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.
 
 
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REMIC Sub-Account”:  As defined in Section 3.04(b).
 
Rents from Real Property”:  With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
 
REO Account”:  A segregated custodial account or accounts created and maintained by the Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.16(b), which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and if the account is established for the deposit of funds received in respect of one or more REO Properties related to any Serviced Loan Combination, “Midland Loan Services, a Division of PNC Bank, National Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10 and the owners of the Serviced Pari Passu Companion Loan, as their interests may appear, REO Account”.
 
REO Acquisition”:  The acquisition of any REO Property pursuant to Section 3.09 (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust Pooling and Servicing Agreement).
 
REO Disposition”:  The sale or other disposition of any REO Property pursuant to Section 3.18 (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust Pooling and Servicing Agreement).
 
REO Extension”:  As defined in Section 3.16(a).
 
REO Mortgage Loan”:  The successor mortgage loan to a Mortgage Loan or Serviced Loan Combination (including those deemed to be outstanding with respect to a Non-Trust-Serviced Pooled Mortgage Loan or a Serviced Pari Passu Companion Loan), which successor mortgage loan is deemed for purposes hereof to be outstanding with respect to each REO Property.  Each REO Mortgage Loan shall be deemed to provide for monthly payments of principal and/or interest equal to its Assumed Monthly Payment and otherwise to have the same terms and conditions as its predecessor mortgage loan (such terms and conditions to be applied without regard to the default on such predecessor mortgage loan and the acquisition of the related REO Property on behalf of the Trust or, if applicable, in the case of any REO Property related to any Serviced Loan Combination, on behalf of the Trust and the respective holders of the Serviced Pari Passu Companion Loan).  Each REO Mortgage Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the unpaid principal balance and Stated Principal Balance, respectively, of its predecessor mortgage loan as of the date of the related REO Acquisition.  All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the predecessor mortgage loan as of the date of the related REO Acquisition, shall be deemed
 
 
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to continue to be due and owing in respect of an REO Mortgage Loan.  In addition, all amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee in respect of the predecessor mortgage loan as of the date of the related REO Acquisition, including any unpaid or unreimbursed Master Servicing Fees, Special Servicing Fees and Advances (together with Unliquidated Advances in respect of prior Advances), together with any related unpaid Advance Interest on such Advances (other than Unliquidated Advances), Trust Advisor Ongoing Fees and Trust Advisor Expenses, shall continue to be payable or reimbursable in the same priority and manner pursuant to Section 3.05(a) to the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor or the Trust, as the case may be, in respect of an REO Mortgage Loan.
 
REO Property”:  A Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders (and, in the case of each such Mortgaged Property relating to a Serviced Loan Combination, also on behalf of the related Serviced Pari Passu Companion Loan Holder(s)) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan or Serviced Pari Passu Companion Loan; provided that a Mortgaged Property that secures a Non-Trust-Serviced Pooled Mortgage Loan shall constitute an REO Property if and when it is acquired under the related Non-Trust Pooling and Servicing Agreement for the benefit of the Trustee as the holder of such Non-Trust-Serviced Pooled Mortgage Loan and of the holder of the related Non-Serviced Pari Passu Companion Loan(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such Non-Trust-Serviced Pooled Mortgage Loan.
 
REO Revenues”:  All income, rents, profits and proceeds derived from the ownership, operation or leasing of any REO Property, other than any income, profits or proceeds derived from the REO Disposition of such REO Property.
 
REO Tax”:  As defined in Section 3.17(a).
 
Replacement Mortgage Loan”:  Any Qualifying Substitute Mortgage Loan that is substituted by a Responsible Repurchase Party for a Defective Mortgage Loan as contemplated by Section 2.03.
 
Reportable Event”:  As defined in Section 11.10.
 
Reporting Servicer”:  As defined in Section 11.13.
 
Republic Plaza Loan Combination”:  As defined in the Preliminary Statement.
 
Republic Plaza Mortgage Loan”:  As defined in the Preliminary Statement.
 
Republic Plaza Mortgaged Property”:  The Mortgaged Property identified on the Mortgage Loan Schedule as “Republic Plaza”.
 
Republic Plaza Note A-2 Securitization Date”:  With respect to the Republic Plaza Loan Combination, the date on which the Republic Plaza Pari Passu Companion Loan is
 
 
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included in a securitization trust; provided that the Companion Loan Holder of the Republic Plaza Pari Passu Companion Loan provides each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee (in each case only to the extent such party will not also be a party to the related Non-Trust Pooling and Servicing Agreement) with notice in accordance with the terms of the related Intercreditor Agreement that the Republic Plaza Pari Passu Companion Loan is to be included in the securitization related to such Non-Trust Pooling and Servicing Agreement.
 
Republic Plaza Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
Repurchase”:  As defined in Section 2.03(g).
 
Repurchase Communication”:  For purposes of Section 2.03(g) and Section 3.22(a) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.
 
Repurchase Request”:  As defined in Section 2.03(g).
 
Repurchase Request Recipient”:  As defined in Section 2.03(g).
 
Repurchase Request Rejection”:  As defined in Section 2.03(g).
 
Repurchase Request Withdrawal”:  As defined in Section 2.03(g).
 
Request for Release”:  A request signed by a Servicing Officer of, as applicable, the Master Servicer in the form of Exhibit F-1 attached hereto or the Special Servicer in the form of Exhibit F-2 attached hereto.
 
Requesting Party”:  As defined in Section 3.27(a).
 
Required Appraisal Loan”:  As defined in Section 3.19(a).
 
Required Claims-Paying Ratings”:  With respect to any insurance carrier, claims-paying ability ratings at least equal to any one of the following:  (i) in the case of fidelity bond coverage provided by such insurance carrier, (a) ”A-” by S&P, (b) ”A3” by Moody’s, (c) ”A-” by Fitch, (d) ”A:X” by A.M. Best or (e) “A (low)” by DBRS and (ii) in the case of a policy or policies of insurance issued by such insurance carrier covering loss occasioned by the errors and omissions of officers and employees, (a) ”A-” by S&P, (b) ”A3” by Moody’s, (c) ”A-” by Fitch, (d) ”A:X” by A.M. Best or (e) “A (low)” by DBRS; provided, that (A) an insurance carrier shall be deemed to have the applicable claims-paying ability ratings set forth above if the obligations of such insurance carrier under the related insurance policy are guaranteed or backed in writing by an entity that has long term unsecured debt obligations that are rated not lower than the ratings set forth above or claims-paying ability ratings that are not lower than the ratings set forth above; and (B) an insurance carrier will be deemed to have the applicable claims paying ability ratings set forth above if a Rating Agency Confirmation is obtained from the Rating Agency whose rating requirement has not been satisfied.
 
 
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Reserve Account”:  Any of the accounts established and maintained pursuant to Section 3.03(d).
 
Reserve Funds”:  With respect to any Mortgage Loan or Serviced Loan Combination, any amounts delivered by the related Borrower to be held in escrow by or on behalf of the mortgagee representing:  (i) reserves for repairs, replacements, capital improvements and/or environmental testing and remediation with respect to the related Mortgaged Property; (ii) reserves for tenant improvements and leasing commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a Principal Prepayment on such Mortgage Loan or Serviced Loan Combination or held as Additional Collateral if certain leasing or other economic criteria in respect of the related Mortgaged Property are not met.
 
Resolution Extension Period”:  As defined in Section 2.03(b).
 
Responsible Officer”:  Any Vice President, any Trust Officer, any Assistant Secretary or any other officer of the Certificate Administrator, the Trust Advisor or the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement.
 
Responsible Repurchase Party”:  (i) With respect to each Mortgage Loan transferred to the Depositor by WFB, WFB; (ii) with respect to each Mortgage Loan transferred to the Depositor by RBS, RBS; (iii) with respect to each Mortgage Loan transferred to the Depositor by Basis Real Estate Capital, Basis Investment; (iv) with respect to each Mortgage Loan transferred to the Depositor by C-III, C-III; and (v) with respect to each Mortgage Loan transferred to the Depositor by Liberty Island, Liberty Island Group and Liberty Island on a joint and several basis of liability as provided in the related Mortgage Loan Purchase Agreement.
 
Restricted Group”:  Collectively, the following persons and entities:  (a) the Trustee, (b) the Exemption-Favored Parties; (c) the Depositor; (d) the Master Servicer; (e) the Special Servicer; (f) any Primary Servicer; (g) any Sub-Servicer; (h) any person that is considered a “sponsor” as defined in Section III of the Exemption; (i) each Borrower, if any, with respect to Mortgage Loans constituting more than 5.0% of the Cut-off Date Pool Balance; and (j) any and all Affiliates of any of the aforementioned Persons.
 
Rule 15Ga-1”:  Rule 15Ga-1 under the Exchange Act.
 
Rule 15Ga-1 Notice”:  As defined in Section 2.03(g).
 
Rule 17g-5”:  Rule 17g-5 under the Exchange Act.
 
Rule 17g-5 Information Provider”:  The Certificate Administrator acting in such capacity under this Agreement.
 
Rule 17g-5 Information Provider’s Website”:  www.ctslink.com, under the “NRSRO” tab for the related transaction.
 
Rule 144A Global Certificate”:  With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in
 
 
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the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.
 
S&P”:  Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor in interest.  If neither such rating agency nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of S&P, be deemed to refer to such applicable rating category of S&P, without regard to any plus or minus or other comparable rating qualification.
 
Sarbanes-Oxley Act”:  The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
Sarbanes-Oxley Certification”:  As defined in Section 11.09.
 
Securities Act”:  The Securities Act of 1933, as amended.
 
Security Agreement”:  With respect to any Mortgage Loan, any security agreement, chattel mortgage or similar document or instrument creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage Loan or related Pari Passu Companion Loan.
 
Senior Consultation Period”:  A period when either (i) the Class Principal Balance of the Class E Certificates, without regard to the allocation of any Appraisal Reduction Amounts to such Class, is less than 25% of the initial Class Principal Balance of the Class E Certificates or (ii) the then Majority Subordinate Certificateholder that holds a majority of the Class E Certificates (provided such Class is the Subordinate Class) has irrevocably waived its right to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of the rights of the Subordinate Class Representative under this Agreement pursuant to Section 3.23(i) and such rights have not been reinstated to a successor Majority Subordinate Certificateholder pursuant to Section 3.23(i).
 
No Senior Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Pari Passu Companion Loan.
 
Service(s)(ing)”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB.  For clarification purposes, any
 
 
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uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.
 
Serviced Loan Combination”:  Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust.  References herein to a Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes.  On and after the Closing Date until the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Loan Combination shall be a Serviced Loan Combination.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Loan Combination shall no longer be a Serviced Loan Combination.  On and after the Closing Date until the Concord Mills Note A-1 Securitization Date, the Concord Mills Loan Combination shall be a Serviced Loan Combination.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Loan Combination shall no longer be a Serviced Loan Combination.
 
Serviced Loan Combination Remittance Amount”:  For each distribution date that a Master Servicer is required to make a distribution to a Serviced Pari Passu Companion Loan Holder pursuant to Section 3.05(f) and with respect to the Serviced Loan Combination and related Mortgaged Property (if it becomes an REO Property), any amount received by the Master Servicer (or, with respect to an REO Property, the Special Servicer) during the related Collection Period that is payable to the Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.
 
Serviced Loan Combination Special Servicer”:  Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced Loan Combination or any related REO Property.
 
Serviced Mortgage Loan”:  Any Mortgage Loan (including a Specially Serviced Mortgage Loan) other than a Non-Trust-Serviced Pooled Mortgage Loan.  On and after the Closing Date until the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Mortgage Loan shall be a Serviced Mortgage Loan.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Mortgage Loan shall no longer be a Serviced Mortgage Loan.  On and after the Closing Date until the Concord Mills Note A-1 Securitization Date, the Concord Mills Mortgage Loan shall be a Serviced Mortgage Loan.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Mortgage Loan shall no longer be a Serviced Mortgage Loan.
 
Serviced Pari Passu Companion Loan”:  With respect to any Serviced Loan Combination, any related mortgage note not included in the Trust that is serviced under this Agreement and that is generally payable on a pari passu basis with a Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement.  On and after the Closing Date until the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Pari Passu Companion Loan shall be a Serviced Pari Passu Companion Loan.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Pari Passu Companion Loan shall no longer be a Serviced Pari Passu Companion Loan.  On and after the Closing Date until the Concord Mills Note A-1 Securitization Date, the Concord Mills Pari Passu Companion Loan shall be a Serviced Pari Passu Companion Loan.  On and after the Concord Mills Note A-1
 
 
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Securitization Date, the Concord Mills Pari Passu Companion Loan shall no longer be a Serviced Pari Passu Companion Loan.
 
Serviced Pari Passu Companion Loan Custodial Account”:  With respect to the Serviced Pari Passu Companion Loan, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.04(h) on behalf of the Certificateholders and the related Serviced Pari Passu Companion Loan Holders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer for the Certificateholders and the Serviced Pari Passu Companion Loan Holders relating to, and for the benefit of U.S. Bank National Association, as Trustee, in trust for the Holders of, Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Serviced Pari Passu Companion Loan Custodial Account.”  Amounts in any Serviced Pari Passu Companion Loan Custodial Account applicable to the related Serviced Pari Passu Companion Loan shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related Serviced Pari Passu Companion Loan Holders.  Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection Account).
 
Serviced Pari Passu Companion Loan Holder”:  Any holder of a Serviced Pari Passu Companion Loan.
 
Serviced Pari Passu Companion Loan Holder Register”:  As defined in Section 3.26(b).
 
Serviced Pari Passu Companion Loan Securities”:  For so long as the related Mortgage Loan or any successor REO Mortgage Loan is part of the Mortgage Pool, any class of securities issued by an Other Securitization and backed by the Serviced Pari Passu Companion Loan.  Any reference herein to a “series” of Serviced Pari Passu Companion Loan Securities shall refer to separate securitizations of the Serviced Pari Passu Companion Loan.
 
Servicer Termination Event”:  As defined in Section 7.01(a).
 
Servicing Account”:  The account or accounts established and maintained pursuant to Section 3.03(a).
 
Servicing Advances”:  All customary, reasonable and necessary “out-of-pocket” costs and expenses, including reasonable attorneys’ fees and expenses, incurred or to be incurred, as the context requires, by the Master Servicer or the Special Servicer (or, if applicable, the Trustee) in connection with the servicing of a Serviced Mortgage Loan or Serviced Loan Combination as to which a default, delinquency or other unanticipated event has occurred or is imminent, or in connection with the administration of any Administered REO Property, including:
 
(1)      any such costs and expenses associated with (a) compliance with the obligations of the Master Servicer and/or the Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance, restoration, protection, operation and/or management of either a Mortgaged Property securing a Serviced
 
 
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Mortgage Loan, a Serviced Loan Combination or an Administered REO Property, including the cost of any “force placed” insurance policy purchased by the Master Servicer or the Special Servicer to the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or Special Servicer is required to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds in respect of any such Serviced Mortgage Loan, Serviced Loan Combination or any Administered REO Property, (d) any enforcement or judicial proceedings with respect to any such Mortgage Loan, including foreclosures and similar proceedings, (e) the operation, management, maintenance and liquidation of any Administered REO Property, (f) obtaining any Appraisal required to be obtained hereunder, and (g) UCC filings (to the extent that the costs thereof are not reimbursed by the related Borrower), and
 
(2)      the reasonable and direct out-of-pocket travel expenses incurred by the Special Servicer in connection with performing inspections pursuant to Section 3.12(a);
 
provided that, notwithstanding anything to the contrary, “Servicing Advances” shall not include (A) allocable overhead of the Master Servicer, the Special Servicer or the Trustee, as the case may be, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (B) costs incurred by or on behalf of any such party hereto or any Affiliate thereof in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or any intercreditor agreement or similar agreement or (C) costs or expenses expressly required under this Agreement to be borne by the Master Servicer, the Special Servicer or the Trustee; and provided further, however, that “Servicing Advances” shall also include any other expenditure which is expressly designated as a “Servicing Advance” herein, including all Emergency Advances made by the Special Servicer or the Master Servicer at the direction of the Special Servicer hereunder.
 
Servicing Criteria”:  The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.
 
Servicing File”:  Any documents (other than documents required to be part of the related Mortgage File, but including copies of documents required to be part of the related Mortgage File and originals or copies of all management agreements which are not covered by clause (xvii) of the definition of “Mortgage File” and originals of any Letters of Credit) that are in the possession or under the control of, or that are required (pursuant to the applicable Mortgage Loan Purchase Agreement, this Agreement or otherwise) to be delivered and actually have been delivered to, as the context may require, the Master Servicer or the Special Servicer and relating to the origination and servicing of any Mortgage Loan or Serviced Loan Combination or the administration of any REO Property and reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Loan Combination, including any documents delivered by a Mortgage Loan Seller as described in clause (i) of Section 2.01(f).
 
 
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Servicing Function Participant”:  Any Person, other than the Master Servicer and the Special Servicer, that, within the meaning of Item 1122 of Regulation AB, is primarily responsible for performing activities addressed by the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer or Special Servicer, as applicable, takes responsibility for the activities of such Person in accordance with SEC telephone interpretation 17.06 under Regulation AB.  For clarification purposes, the Trustee (only if, and for such time as, it has made an Advance during any calendar year covered by an annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13), the Trust Advisor and the Certificate Administrator are Servicing Function Participants.
 
Servicing Officer”:  Any officer or employee of the Master Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by such party to the Certificate Administrator, the Trustee, the Trust Advisor, the Custodian and the Depositor on the Closing Date, as such list may thereafter be amended from time to time by the Master Servicer or the Special Servicer, as the case may be.
 
Servicing-Released Bid”:  As defined in Section 7.01(c).
 
Servicing-Retained Bid”:  As defined in Section 7.01(c).
 
Servicing Standard”:  With respect to each of the Master Servicer and the Special Servicer, to service and administer the Mortgage Loans, the Loan Combinations and any REO Properties that such party is obligated to service and administer pursuant to this Agreement in the best interests and for the benefit of the Certificateholders (or, in the case of a Loan Combination, for the benefit of the Certificateholders and the related Pari Passu Companion Loan Holder(s)) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), as a collective whole, in accordance with applicable law and the terms of this Agreement, the terms of the respective Mortgage Loans or Loan Combinations, as applicable, and the terms of the related Intercreditor Agreement, as applicable (provided, that in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an Additional Trust Fund Expense by withdrawal from the Collection Account), the Master Servicer or the Special Servicer, as applicable, must comply with the REMIC Provisions to the extent necessary to avoid an Adverse REMIC Event) and, to the extent consistent with the foregoing, in accordance with the following standards:
 
(a)           with the same care, skill, prudence and diligence as it services and administers comparable mortgage loans and manages real properties on behalf of third parties or on behalf of itself, whichever is the higher standard with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder, giving due consideration to customary and usual standards of practice utilized
 
 
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by prudent institutional commercial mortgage loan servicers under comparable circumstances;
 
(b)           with a view to:  (i) in the case of the Master Servicer, the timely collection of all scheduled payments of principal and interest, including Balloon Payments, under the Serviced Mortgage Loans and the full collection of all Prepayment Premiums and Yield Maintenance Charges that may become payable under the Serviced Mortgage Loans, and (ii) in the case of the Special Servicer and any Serviced Mortgage Loan that is (A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage Loan as to which the related Mortgaged Property has become an Administered REO Property, the maximization of recovery on such Mortgage Loan to the Certificateholders, as a collective whole (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s), as applicable) as a collective whole, of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s), as applicable), as a collective whole, to be performed at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate (or, in the case of a Serviced Loan Combination, in no event less than the weighted average of the Net Mortgage Rates for the Mortgage Loans in such Serviced Loan Combination)); and
 
(c)           without regard to any potential conflict of interest arising from (i) any known relationship that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates may have with a related Borrower, a Mortgage Loan Seller or any other party to this Agreement, (ii) the ownership of any Certificate or any interest in the Serviced Pari Passu Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or any of their respective Affiliates, (iii) the obligation of the Master Servicer to make Advances or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or Administered REO Property (or, if applicable, to make P&I Advances with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (iv) the obligation of the Special Servicer to make, or direct the Master Servicer to make, Servicing Advances (including Emergency Advances) or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or Administered REO Property, (v) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction, (vi) any ownership, servicing and/or management by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, of any other mortgage loans or real property, (vii) the ownership by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates of any other debt owed by, or secured by ownership interests in, any of the Borrowers or any Affiliate of a Borrower, and (viii) the obligations of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to repurchase any Mortgage Loan from the Trust Fund, or to indemnify the Trust Fund, in any event as a result of a Material Breach or a Material Document Defect;
 
 
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provided that the foregoing standards shall apply with respect to a Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.
 
Servicing Transfer Event”:  With respect to any Serviced Mortgage Loan or Serviced Loan Combination, the occurrence of any of the events described in clauses (a) through (h) of the definition of “Specially Serviced Mortgage Loan”.
 
Significant Obligor”:  (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the principal balance of the Mortgage Pool as of the Cut-off Date; or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or Cross-Collateralized Group and/or Cross-Collateralized Mortgage Loans that represent, as of the Closing Date, 10% or more of the pool balance of the Mortgage Pool as of the Cut-off Date.  There is no Significant Obligor related to the Trust.
 
Similar Law”:  Any federal, state or local law that is materially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.
 
Sole Certificateholder(s)”:  Any Holder or group of Holders, as the case may be, of 100% of the then outstanding Certificates.
 
Space Lease”:  The space or occupancy lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged Property, together with any estoppels or other agreements executed and delivered by the lessor in favor of the lender under the related Mortgage Loan(s).
 
Special Notice”:  Any of the following delivered by any Person hereunder to any other Person:  (i) any notice of a modification, waiver or amendment of any term of any Mortgage Loan; (ii) any notice of Final Distribution Date; (iii) any notice of the occurrence of a Servicer Termination Event; (iv) any notice of the resignation of the Trustee or the Certificate Administrator and notice of the acceptance of appointment by the successor trustee or certificate administrator; (v) any Officer’s Certificate of the Master Servicer or the Special Servicer in connection with a determination that an Advance is or would be a Nonrecoverable Advance (including supporting documentation); (vi) any notice of the termination of the Master Servicer or the Special Servicer; and (vii) any notice of the termination of the Trust Fund.
 
Special Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, or its successor in interest, or any successor special servicer appointed as provided herein.
 
Special Servicing Fee”:  With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), the fee designated as such and payable to the Special Servicer pursuant to the first paragraph of Section 3.11(c).
 
 
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Special Servicing Fee Rate”:  With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), 0.25% per annum.
 
Specially Designated Mortgage Loan Documents”:  With respect to any Mortgage Loan, subject to Section 1.04, the following documents on a collective basis:
 
(i)       the original executed Mortgage Note or alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note;
 
(ii)       an original or a copy of the Mortgage, in each case (unless the particular item has been sent for recording but has not been returned from the applicable recording office) with evidence of recording indicated thereon; provided that if such original Mortgage cannot be delivered with evidence of recording thereon on or before the 90th day following the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation, or because the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Mortgage Loan Seller stating that such original Mortgage has been sent to the appropriate public recording official for recordation or retained by the appropriate public recording office or (B) in the case of an original Mortgage that has been lost after recordation, a certification by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;
 
(iii)      an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of the Mortgage, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or a copy thereof, certified to be the copy of such assignment submitted or to be submitted for recording);
 
(iv)     the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing of such Mortgage Loan, interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment to issue such policy);
 
 
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(v)       if a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the related Ground Lease or Space Lease;
 
(vi)       if any documents relating to, evidencing or constituting Additional Collateral for such Mortgage Loan are in the form of a Letter of Credit, a photocopy of such Letter of Credit (and, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, the original of such Letter of Credit shall be delivered to the Master Servicer); and
 
(vii)       if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an original or a copy of any franchise, management or similar agreement and (b) either (i) a signed copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan, together with such instrument(s) of notice or transfer (if any) as are necessary to transfer or assign to the Trust or the Trustee the benefits of such estoppel certificate or comfort letter, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related Mortgage Loan Seller).
 
Specially Serviced Mortgage Loan”:  Any Serviced Mortgage Loan or Serviced Loan Combination as to which any of the following events has occurred:
 
(a)           the related Borrower has failed to make when due any Balloon Payment, and the Borrower has not delivered to the Master Servicer, on or before the due date of such Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days after the date on which such Balloon Payment will become due (provided that such Mortgage Loan or Serviced Loan Combination shall immediately become a Specially Serviced Mortgage Loan if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in such binding commitment or (y) the Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Loan Combination, in respect of the Mortgage Loan included in the same Serviced Loan Combination) at any time prior to such a refinancing); or
 
 
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(b)           the related Borrower has failed to make when due any Monthly Payment (other than a Balloon Payment) or any other payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty (60) days; or
 
(c)           the Master Servicer determines (in accordance with the Servicing Standard) that a default in making any Monthly Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) that a default in making a Balloon Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the Borrower has delivered a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing Standard) that (A) the Borrower is likely not to make one or more Assumed Monthly Payments prior to such a refinancing or (B) such refinancing is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or
 
(d)           there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related Borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan Documents, unless such default has been waived in accordance with Section 3.07 or Section 3.20 hereof) under the related Mortgage Loan Documents, other than as described in clause (a), (b) or (c) above, that may, in the Master Servicer’s or the Special Servicer’s good faith and reasonable judgment, materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Loan Combination or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Pari Passu Companion Loan, the interests of the related Serviced Pari Passu Companion Loan Holder(s)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan (or, if no cure period is specified, sixty (60) days); or
 
(e)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the related Borrower and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
 
(f)            the related Borrower shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling
 
 
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of assets and liabilities or similar proceedings of or relating to such Borrower or of or relating to all or substantially all of its property; or
 
(g)           the related Borrower shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations; or
 
(h)           the Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property;
 
provided, that a Serviced Mortgage Loan or Serviced Loan Combination shall cease to be a Specially Serviced Mortgage Loan when a Liquidation Event has occurred in respect of such Serviced Mortgage Loan or Serviced Loan Combination, or at such time as such of the following as are applicable occur with respect to the circumstances identified above that caused such Mortgage Loan to be characterized as a Specially Serviced Mortgage Loan (and provided that no other Servicing Transfer Event then exists):
 
(I)            with respect to the circumstances described in clauses (a) and (b) above, the related Borrower has made three consecutive full and timely Monthly Payments under the terms of such Mortgage Loan or Serviced Loan Combination (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20);
 
(II)          with respect to the circumstances described in clauses (c), (e), (f), and (g) above, such circumstances cease to exist in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer;
 
(III)         with respect to the circumstances described in clause (d) above, such default is cured in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer; and
 
(IV)         with respect to the circumstances described in clause (h) above, such proceedings are terminated.
 
Startup Day”:  With respect to each REMIC Pool, the day designated as such in Section 2.11(a) (in the case of REMIC I), Section 2.13(a) (in the case of REMIC II) or Section 2.15(a) (in the case of REMIC III), as applicable.
 
Stated Maturity Date”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the Due Date specified in the related Mortgage Note (as in effect on the Closing Date or, in the case of a Replacement Mortgage Loan, on the related date of substitution) on which the last payment of principal is due and payable under the terms of such Mortgage Loan or Serviced Pari Passu Companion Loan, without regard to any change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, waiver or amendment of such Mortgage Loan or Serviced Pari
 
 
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Passu Companion Loan granted or agreed to by the Master Servicer or Special Servicer pursuant to Section 3.20 (or, in the case of (i) a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement and (ii) an ARD Mortgage Loan, without regard to its Anticipated Repayment Date).
 
Stated Principal Balance”:  With respect to any Mortgage Loan or Serviced Loan Combination (and any successor REO Mortgage Loan with respect thereto), a principal balance which (a) initially shall equal the unpaid principal balance thereof as of the related Cut-off Date or, in the case of any Replacement Mortgage Loan, as of the related date of substitution, in any event after application of all payments of principal due thereon on or before such date, whether or not received, and (b) shall be permanently reduced on each subsequent Distribution Date (to not less than zero) by the sum of:
 
(i)            that portion, if any, of the Unadjusted Principal Distribution Amount for such Distribution Date that is attributable to such Mortgage Loan or Serviced Loan Combination (or successor REO Mortgage Loan); and
 
(ii)           the principal portion of any Realized Loss incurred in respect of such Mortgage Loan or Serviced Loan Combination (or successor REO Mortgage Loan) during the related Collection Period;
 
provided that, if a Liquidation Event occurs in respect of any Mortgage Loan or Serviced Loan Combination or the related REO Mortgage Loan, then the “Stated Principal Balance” of such Mortgage Loan or Serviced Loan Combination or of the related REO Mortgage Loan, as the case may be, shall be zero commencing as of the close of business on the Distribution Date next following the Collection Period in which such Liquidation Event occurred; provided, further, that the Stated Principal Balance of any Non-Trust-Serviced Pooled Mortgage Loan will be calculated in accordance with the definition of “Stated Principal Balance” in the related Non-Trust Pooling and Servicing Agreement.  For purposes of this definition, monthly remittances to the Serviced Pari Passu Companion Loan Holders are deemed made on the Distribution Date in each calendar month.
 
Subordinate Class”:  The most subordinate Class among the Classes of Control-Eligible Certificates that has a Class Principal Balance, net of Appraisal Reduction Amounts allocable thereto, that is at least equal to 25% of its initial Class Principal Balance.
 
Subordinate Class Representative”:  As defined in Section 3.23(a).
 
Subordinate Control Period”:  Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii) of the definition of “Senior Consultation Period”, any period when the Class Principal Balance of the Class E Certificates, net of any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class E Certificates.
 
No Subordinate Control Period shall limit the control and consultation righs of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Pari Passu Companion Loan.
 
 
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Sub-Servicer”:  Any Person with which the Master Servicer or the Special Servicer has entered into a Sub-Servicing Agreement with respect to the Mortgage Loans or Serviced Loan Combinations in accordance with the terms hereof.
 
Sub-Servicing Agreement”:  The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of Mortgage Loans or Serviced Loan Combinations as provided in Section 3.22.
 
Sub-Servicing Entity”:  Any Sub-Servicer or Servicing Function Participant retained by the Master Servicer (other than a Designated Sub-Servicer) or the Special Servicer.
 
Substitution Shortfall Amount”:  In connection with the substitution of one or more Replacement Mortgage Loans for any Defective Mortgage Loan, the amount, if any, by which the Purchase Price for such Defective Mortgage Loan (calculated as if it were to be repurchased, instead of replaced, on the relevant date of substitution), exceeds the initial Stated Principal Balance or the initial aggregate Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s) as of the date of substitution.
 
Successful Bidder”:  As defined in Section 7.01(c).
 
Tax Administrator”:  The Certificate Administrator, in its capacity as tax administrator hereunder, or any successor tax administrator appointed as herein provided.
 
Tax Administrator Fee”:  At any time when the Certificate Administrator is not also the Tax Administrator, the portion of the Certificate Administrator Fee payable to the Tax Administrator in an amount agreed to by the Certificate Administrator and the Tax Administrator.
 
Tax Matters Person”:  With respect to any REMIC Pool, the Person designated as the “tax matters person” of such REMIC Pool in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, which Person shall, pursuant to Section 10.01(b), be the Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates.
 
Tax Returns”:  The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC Pool due to its classification as a REMIC under the REMIC Provisions and the federal income ta